Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and (8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow. (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 9 contracts
Samples: Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Healthcare, Inc.), Supplemental Indenture (HCA Healthcare, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company or a third party has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.02, the Issuer shall Company will be required to make an offer to purchase all of the each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. .
(b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall Company must send, or cause the Trustee to send (or, in the case of Notes represented by Global Notes, in accordance with the Applicable Procedures) a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 15 days nor later than 60 days from after the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes completedthat it agrees to sell to the Company pursuant to the Change of Control Offer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.05, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the provisions of this Section 4.10 4.05 by virtue thereofof such conflict.
(bd) On the date of such Change of Control Payment DatePayment, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(ce) The Issuer shall Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment.
(f) The Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, The Company (or a third party) may make a Change of Control Offer may be made in advance of a of, and conditioned upon, any Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 7 contracts
Samples: Eighth Supplemental Indenture (Equinix Inc), Tenth Supplemental Indenture (Equinix Inc), Ninth Supplemental Indenture (Equinix Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder shall have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer Company to purchase all or any part of the such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall send Company must deliver a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and each Holder, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;.
(6b) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of On the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesPayment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for purchasesuch Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion , if any; provided that each such new Note will be in a principal amount of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) thereafter. The Company shall publicly announce the other instructions, results of the Change of Control Offer on or as determined by soon as practicable after the Issuer, consistent with this Section 4.10, that a Holder must followChange of Control Payment Date.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder or regulations, to the extent such laws or and regulations are applicable applicable, in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict Company complies with the provisions of this Section 4.10any such securities laws or regulations, the Issuer shall comply with the applicable securities laws and regulations and Company shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof4.06.
(bd) On Notwithstanding anything to the Change of Control Payment Datecontrary in this Section 4.06, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.06 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if the contrary hereinNotes have been or are called for redemption by the Company prior to it being required to deliver notice of the Change of Control Offer, a and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(e) A revocable Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such and conditioned upon, the consummation of the relevant Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 7 contracts
Samples: First Supplemental Indenture (Lear Corp), Second Supplemental Indenture (Lear Corp), Second Supplemental Indenture (Lear Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail (or deliver electronically) a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor (or such longer period required by applicable securities laws and regulations) and no later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Sections 4.09(a) and (b) shall apply whether or not any other provisions of this Indenture are applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at Offer is made.
(e) If Holders of not less than 90.0% in aggregate principal amount of the time outstanding Notes validly tender and not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have validly tendered their notes and not withdrawn and, accordingly, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer.
(d) Other than as specifically provided , to redeem all Notes that remain outstanding following such purchase at a redemption price in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant cash equal to the provisions applicable Change of Sections 3.02Control Payment, 3.05 plus, to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).
Appears in 5 contracts
Samples: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC), Indenture (Clearway Energy LLC)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below this Section 4.07 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of Control Triggering Event, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control Triggering Event) in the event that the occurrence of the Change of Control Triggering Event is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 200,000 or an any integral multiple of $1,000 in excess thereofof $200,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.104.07, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.
(c) The Issuer shall will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.104.07, any purchase pursuant to this Section 4.10 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(f) The Issuer’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.07 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 4 contracts
Samples: Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.), Indenture (Iqvia Holdings Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Subject to the provisions of this Section 4.01, within 30 days following the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require that the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company make an offer to purchase all of the such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to .
(b) If the right Change of Holders of the Notes of record Control purchase date is on the relevant or after a Record Date to receive interest due and on or before the relevant related Interest Payment Date. , any accrued and unpaid interest to the Change of Control purchase date will be paid on the Change of Control purchase date to the Person in whose name a Note is registered at the close of business on such Record Date.
(c) Within 30 days following the date upon which any Change of Control Triggering EventEvent shall have occurred, unless the Company has exercised its option to redeem all the Notes as described under Section 3.01, the Issuer Company shall send mail (or deliver by electronic transmission in accordance with the Applicable Procedures of the Depositary) a notice of such Change of Control Offer by first-class mail, to each Holder with a copy to the Trustee and (the Registrar, to each Holder “Change of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationControl Offer”) stating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 Triggering Event has occurred and that all such Holder has the right to require the Company to purchase such Holder’s Notes properly tendered pursuant at a purchase price in cash equal to such Change 101% of Control Offer will be accepted for payment by the Issuerprincipal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to but excluding the date of purchase;
(2) the purchase price and circumstances that constitute or may constitute such Change of Control Triggering Event;
(3) the purchase date, date (which will shall be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”sent);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;; and
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.104.01, that a Holder must followfollow in order to have its Notes purchased.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(cd) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein or if the Company has exercised its option to redeem all the Notes as described in this Section 4.10 applicable 3.01.
(e) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control Offer made Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.01, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations hereunder by the Issuer and purchases all Notes validly tendered and not withdrawn under virtue of its compliance with such Change of Control Offer. securities laws or regulations.
(f) Notwithstanding anything to the contrary hereinin this Section 4.01, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer. In such case, the notice shall state that, in the Company’s discretion, the Change of Control Offer.
(d) Other than purchase date may be delayed until such time as specifically provided the Change of Control Triggering Event shall have occurred, or such repurchase may not occur and such notice may be rescinded in this Section 4.10the event that the Change of Control Triggering Event shall not have occurred by the Change of Control purchase date, or by the Change of Control purchase date as so delayed. If any purchase pursuant to this Section 4.10 such repurchase shall be made pursuant rescinded or delayed, the Company shall provide written notice to the provisions Trustee prior to the close of Sections 3.02business at least two Business Days prior to the Change of Control purchase date (unless a shorter period shall be agreed to by the Trustee). Upon receipt of such notice, 3.05 and 3.06 hereofthe Change of Control purchase date shall be rescinded or delayed, as applicable. Upon receipt, the Trustee shall provide such notice to each holder of the Notes in the same manner in which the notice of the Change of Control Offer was given.
Appears in 4 contracts
Samples: Third Supplemental Indenture (IHS Markit Ltd.), Fourth Supplemental Indenture (IHS Markit Ltd.), First Supplemental Indenture (IHS Markit Ltd.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will be obligated to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in cash (principal amount or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the “terms set forth in this Indenture. In the Change of Control Payment”) Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount thereof of Notes purchased plus accrued and unpaid interest, if any, interest on the Notes purchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control Triggering Event, but after the Issuer shall send notice public announcement of such the pending Change of Control Offer and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first-first class mail, a notice to each Holder of Notes, with a copy to the Trustee and Trustee, describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.10 and that all repurchase Notes properly tendered pursuant to such on the Change of Control Offer will be accepted for payment by date specified in the Issuer;
notice (2) the purchase price and the purchase date“Change of Control Payment Date”), which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed (prior to the “date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date”);.
(3b) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of On the Change of Control PaymentPayment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender for such Notes, with and the form entitled “Option of Holder Authenticating Agent shall promptly authenticate and mail, or cause to Elect Purchase” on the reverse of such Notes completedbe transferred by book entry, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that each such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued a new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion , if any; provided that the new Note shall be in a principal amount of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) . The Company shall publicly announce the other instructions, results of the Change of Control Offer on or as determined by soon as reasonably practicable after the Issuer, consistent with this Section 4.10, that a Holder must followChange of Control Payment Date.
(ad) The Change of Control provisions described in this Section 3.3 shall be applicable whether or not any other provisions of this Indenture are applicable, except in any case in which the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity provisions of Section 4.2 of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectBase Indenture are applicable. The Issuer Company shall comply with the requirements of Rule Section 14e-1 under of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with to the repurchase purchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.103.3, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 3.3 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ce) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly and properly tendered and not withdrawn under such pursuant to the Change of Control Offer. Notwithstanding anything , (2) the Company has given notice to redeem all Notes in accordance with the contrary herein, redemption provisions of Section 3.2 hereof unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if for which a definitive agreement is in place for place, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control at Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the time terms of making of the Change of Control such Alternate Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 4 contracts
Samples: Eighth Supplemental Indenture (Cit Group Inc), Fourth Supplemental Indenture (Cit Group Inc), Third Supplemental Indenture (Cit Group Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company or a third party has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.02, the Issuer shall Company will be required to make an offer to purchase all of the each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. .
(b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall send Company must send, or cause the Trustee to send, by first class mail (or, in the case of Notes represented by Global Notes, in accordance with the Applicable Procedures), a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 15 days nor later than 60 days from after the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Hxxxxx’s Notes completedthat it agrees to sell to the Company pursuant to the Change of Control Offer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.05, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the provisions of this Section 4.10 4.05 by virtue thereofof such conflict.
(bd) On the date of such Change of Control Payment DatePayment, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(ce) The Issuer shall Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment.
(f) The Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, The Company (or a third party) may make a Change of Control Offer may be made in advance of a of, and conditioned upon, any Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Twelfth Supplemental Indenture (Equinix Inc), Eleventh Supplemental Indenture (Equinix Inc), Thirteenth Supplemental Indenture (Equinix Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will be obligated to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in cash (principal amount or an integral multiple of $1,000 in excess thereof) of that Xxxxxx’s Notes on the “terms set forth in this Indenture. In the Change of Control Payment”) Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount thereof of Notes purchased plus accrued and unpaid interest, if any, interest on the Notes purchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control Triggering Event, but after the Issuer shall send notice public announcement of such the pending Change of Control Offer and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first-first class mail, a notice to each Holder of Notes, with a copy to the Trustee and Trustee, describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.10 and that all repurchase Notes properly tendered pursuant to such on the Change of Control Offer will be accepted for payment by date specified in the Issuer;
notice (2) the purchase price and the purchase date“Change of Control Payment Date”), which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed (prior to the “date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date”);.
(3b) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of On the Change of Control PaymentPayment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender for such Notes, with and the form entitled “Option of Holder Authenticating Agent shall promptly authenticate and mail, or cause to Elect Purchase” on the reverse of such Notes completedbe transferred by book entry, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that each such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued a new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion , if any; provided that the new Note shall be in a principal amount of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) . The Company shall publicly announce the other instructions, results of the Change of Control Offer on or as determined by soon as reasonably practicable after the Issuer, consistent with this Section 4.10, that a Holder must followChange of Control Payment Date.
(ad) The Change of Control provisions described in this Section 3.3 shall be applicable whether or not any other provisions of this Indenture are applicable, except in any case in which the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity provisions of Section 4.2 of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectBase Indenture are applicable. The Issuer Company shall comply with the requirements of Rule Section 14e-1 under of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with to the repurchase purchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.103.3, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 3.3 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ce) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly and properly tendered and not withdrawn under such pursuant to the Change of Control Offer. Notwithstanding anything , (2) the Company has given notice to redeem all Notes in accordance with the contrary herein, redemption provisions of Section 3.2 hereof unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if for which a definitive agreement is in place for place, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control at Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the time terms of making of the Change of Control such Alternate Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Seventh Supplemental Indenture (Cit Group Inc), Fifth Supplemental Indenture (Cit Group Inc), Senior Unsecured Notes Indenture (Cit Group Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs(the date of such occurrence, unless the “Change of Control Date”), each Holder shall have the right to require the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all such Holder’s Notes in whole or in part in integral multiples of the Notes pursuant to the offer described below $1,000 at a purchase price (the “Change of Control OfferPurchase Price”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of such Notes, plus accrued and unpaid interest, if any, to the date of purchaserepurchase (the “Change of Control Purchase Date”), subject pursuant to and in accordance with the right offer described in this Section 4.07 (the “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Control Offer”).
(b) Within 30 days following any the Change of Control Triggering Event, Date the Issuer shall send notice of such Change of Control Offer send, by first-first class mail, with a copy notice to the Trustee Holders and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1i) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.07 and that all Notes properly validly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2ii) the purchase price Change of Control Purchase Price and the purchase dateChange of Control Purchase Date, which will shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)) other than as may be required by law;
(3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment DateDate unless the Issuer shall default in the payment of the Change of Control Purchase Price of the Notes and the only remaining right of the Holder is to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5v) that Holders electing to have any Notes a portion of a Note purchased pursuant to a Change of Control Offer may elect to have such Note purchased in integral multiples of $1,000;
(vi) that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6vii) that Holders shall a Holder will be entitled to withdraw their tendered Notes and their its election to require if the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of third Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notessuch Holder, the principal amount of Notes tendered such Holder delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes Note purchased;; and
(7viii) Holders tendering less than all that if Notes are purchased only in part a new Note of their Notes the same type will be issued new Notes and such new Notes will be equal in a principal amount equal to the unpurchased portion of the Notes surrendered.
(c) On or before the Change of Control Payment date, the Issuer shall, to the extent lawful, accept for payment, all Notes or portions thereof validly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 4.07. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Notes must Note surrendered. Any Note not so accepted shall be equal to $2,000 promptly mailed or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined delivered by the Issuer, consistent with this Section 4.10, that a Issuer to the Holder must followthereof.
(ad) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the any provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.07, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.07 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”” ) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2ii) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (d) of this Section 4.14;
(3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the procedures of DTC, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7vii) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(viii) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) the ix) any other instructions, as determined by the Issuer, consistent with this Section 4.10, 4.14 that a Holder must follow.
follow in order to have the Notes repurchased. While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (ax) the notice is delivered or mailed in a manner herein provided and (by) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the a Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering EventControl, conditional upon such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
Appears in 3 contracts
Samples: Indenture (Performance Food Group Co), Indenture (Performance Food Group Co), Indenture (Performance Food Group Co)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs and is accompanied by a Ratings Events (together, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event”), the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to will have the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election right to require the Issuer Company to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission repurchase all or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
any part (7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined ) of that Holder’s Notes pursuant to an offer by the IssuerCompany (a “Change of Control Offer”) on the terms set forth in this Supplemental Indenture. In the Change of Control Offer, consistent the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within thirty days following any Change of Control Triggering Event, the Company will deliver electronically in pdf format or mail a notice to each Holder with this Section 4.10a copy to the Trustee or otherwise in accordance with the procedures of DTC describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in the notice, that a Holder must follow.
(a) which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or otherwise delivered (a “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectnotice. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change Indenture by virtue of Control Offersuch compliance.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: First Supplemental Indenture (Syneos Health, Inc.), Second Supplemental Indenture (Charles River Laboratories International, Inc.), First Supplemental Indenture (Charles River Laboratories International Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail (or deliver electronically) a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or delivered electronically (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.09, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the consummation of the Change of Control Triggering EventControl, if a definitive agreement to effect a Change of Control is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Indenture (Calpine Corp), Indenture (Calpine Corp), Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Targa Resources Partners shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Datepurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Targa Resources Partners will send a notice to each Holder describing the Issuer shall send notice of such transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interestinterest and Liquidated Damages, if any;
(4) that that, unless the Issuer defaults Targa Resources Partners Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and Liquidated Damages, if any, after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Targa Resources Partners shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offerregulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer Targa Resources Partners shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuer Targa Resources Partners shall, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, on the Change of Control Payment Date, Targa Resources Partners will, to the extent lawful:
(21) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so properly tendered; and
(32) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer.
Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (cor, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Targa Resources Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable.
(c) Notwithstanding anything to the contrary in this Section 4.15, Targa Resources Partners will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable to redemption price.
(d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer made by and Targa Resources Partners (or the Issuer and purchases all Notes validly tendered and not withdrawn under such third party making the Change of Control Offer. Notwithstanding anything Offer as provided in Section 4.15(c)) purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the contrary hereinChange of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
(e) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Issue Date, unless unless, prior to the time the Issuer is required to make a Change of Control Offer (as defined below), the Issuer has previously or concurrently mailed a redemption notice that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) with respect to all the outstanding Notes as described under in Section 3.07 hereof3.07, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest to, if anybut excluding, to the date of purchase, subject to the right of Holders of the Notes holders of record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following any Change of Control Triggering EventControl, the Issuer shall send notice of such Change of Control Offer electronically or by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered (and not properly withdrawn) pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will (or tendered but properly withdrawn and not properly retendered) shall remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment DateDate or comply with applicable procedures of DTC for such tender;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchasedpurchased or the Holder complies with the applicable procedures of DTC for such withdrawal;
(7) Holders tendering less than all that if a Holder requests that only a portion of their Notes will a Note held by it be purchased, such Holder shall be issued a new Notes and such new Notes will be Note equal in principal amount to the unpurchased portion of the Notes Note surrendered. The ; provided that the unpurchased portion of the Notes such Note must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, a statement that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event, and, if applicable, a statement that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all applicable conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that the Change of Control Triggering Event will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.104.15, that a Holder must follow.
(a) . If the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to makes a Change of Control Offer. To Offer while the extent that Notes are in global form, a Holder may exercise its option to tender its Notes for purchase (and any election to withdraw its tendered Notes) through the provisions facilities of any securities laws or regulations conflict with the provisions of this Section 4.10DTC, the Issuer shall comply with the applicable securities laws and subject to DTC’s rules, regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereofapplicable procedures.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered (and not properly withdrawn) pursuant to the Change of Control Offer;
(2) unless deposited before the Change of Control Payment Date (but in any case, prior to 12:00 noon, New York City time, on the Change of Control Payment Date), deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes accepted for payment; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted for payment together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer.
(c) The Issuer shall not be required Paying Agent will promptly remit to make a each Holder of Notes properly tendered the Change of Control Offer following Payment for such Notes, and the Trustee, upon receipt of an Authentication Order from the Issuer, will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a Change new Note equal in principal amount to any unpurchased portion of Control Triggering Event the Notes surrendered, if any; provided that each new Note will be in a third party makes principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate such new Note pursuant to this Section 4.15(c). The Issuer shall publicly announce the results of the Change of Control Offer in on or as soon as practicable after the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by Payment Date.
(d) If the Issuer Change of Control Payment Date is on or after the relevant Record Date and purchases all on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes validly are tendered and not withdrawn under such pursuant to the Change of Control Offer. .
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of the making of the such Change of Control Offer.
(df) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered (and not properly withdrawn) under the Change of Control Offer or (2) a notice of redemption that is or has become unconditional (other than with respect to any conditions relating to the actual occurrence of such Change of Control Triggering Event) has been given pursuant to this Indenture as described in Section 3.07 unless and until there is a default in payment of the applicable redemption price.
(g) The Issuer shall comply with all applicable securities laws and regulations, including the requirements of Rule 14e-1 under the Exchange Act. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(h) Other than as specifically provided in this Section 4.104.15, any purchase pursuant to this Section 4.10 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
(i) The provisions under this Section 4.15 relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event, including the definition of Change of Control Triggering Event, may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.
Appears in 3 contracts
Samples: Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail (or deliver electronically) a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.11 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or delivered electronically (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.11, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.11 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.11, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.11 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the consummation of the Change of Control Triggering EventControl, if a definitive agreement to effect a Change of Control is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 3 contracts
Samples: Indenture (Calpine Corp), Indenture (Calpine Corp), Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer Company shall be obligated to make an offer to purchase all of the then outstanding Notes pursuant to the offer described below (a “Change of Control Offer”), and shall purchase, on a Business Day (the “Change of Control OfferPurchase Date”) not more than 60 nor less than 30 days following such Change of Control Triggering Event, all of the then outstanding Notes validly tendered pursuant to such Change of Control Offer, at a purchase price in cash (the “Change of Control PaymentPurchase Price”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest to, if anybut excluding, to the date Change of purchase, Control Purchase Date (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date. Within 30 days following any Date that is on or prior to the Change of Control Triggering Event, the Issuer shall send notice of such Purchase Date). The Change of Control Offer by first-class mailis required to remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Purchase Date.
(b) In order to effect a Change of Control Offer, with the Company shall, not later than the 30th day after the occurrence of a copy Change of Control, deliver to the Trustee and the Registrar, to each Holder a notice of Notes to the address Change of such Holder appearing in Control Offer, which notice shall govern the security register with a copy to terms of the Trustee Change of Control Offer, describe the transaction or transactions that constitute the Change of Control and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstate:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered and not withdrawn pursuant to such the Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price Change of Control Purchase Price and the purchase dateChange of Control Purchase Date, which will be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)mailed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control PaymentPurchase Price, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Payment Purchase Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completedcustomary documents as the Company may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Purchase Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than prior to the close of business on the 30th day following the date of third Business Day preceding the Change of Control Offer noticePurchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(bc) On or before the Change of Control Payment Purchase Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment Purchase Price in respect of all Notes or portions thereof so tenderedof Notes properly tendered in the Change of Control Offer and not withdrawn; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation and the Paying Agent the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany pursuant to the Change of Control Offer.
(cd) The Issuer shall Paying Agent will promptly deliver to each Holder of Notes validly tendered in the Change of Control Offer and not withdrawn the Change of Control Purchase Price for such Notes (or if all Notes are then in global form, make such payment through the facilities of the Depository), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of a Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.
(e) The Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such the Change of Control Offer. , (2) notice of redemption has been given pursuant to Section 3.03 unless and until there is a default in payment of the applicable redemption price or (3) in connection with any publicly announced Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(f) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event, conditional conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer or Alternate Offer is made.
(dg) Other If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Company, or any third party making a Change of Control Offer or Alternate Offer in lieu of the Company as specifically provided described in this Section 4.104.15, any purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described in this Section 4.10 shall be made pursuant 4.15, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Purchase Price or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(h) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent such laws and regulations are applicable in the event that a Change of Control Triggering Event occurs and the Company is required to purchase Notes as described in this Section 4.15. To the extent that the provisions of Sections 3.02any securities laws or regulations conflict with this Section 4.15, 3.05 the Company will comply with the applicable securities laws and 3.06 hereofregulations and will not be deemed to have breached its obligations described in this Section 4.15 by virtue thereof.
Appears in 2 contracts
Samples: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will be obligated to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in cash (principal amount or an integral multiple of $1,000 in principal amount in excess thereof) of that Holder’s Notes on the “terms set forth in this Indenture. In the Change of Control Payment”) Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount thereof of Notes purchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes purchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control Triggering Event, but after the Issuer shall send notice public announcement of such the pending Change of Control Offer and conditional upon a Change of Control Triggering Event occurring, the Company will mail, by first-first class mail, a notice to each Holder of Notes, with a copy to the Trustee and Trustee, describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.10 and that all repurchase Notes properly tendered pursuant to such on the Change of Control Offer will be accepted for payment by date specified in the Issuer;
notice (2) the purchase price and the purchase date“Change of Control Payment Date”), which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described in such notice. The notice, if mailed (prior to the “date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date”);.
(3b) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of On the Change of Control PaymentPayment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender for such Notes, with and the form entitled “Option of Holder Trustee shall promptly authenticate and mail, or cause to Elect Purchase” on the reverse of such Notes completedbe transferred by book entry, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that each such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued a new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion , if any; provided that the new Note shall be in a principal amount of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) . The Company shall publicly announce the other instructions, results of the Change of Control Offer on or as determined by soon as reasonably practicable after the Issuer, consistent with this Section 4.10, that a Holder must followChange of Control Payment Date.
(ad) The Change of Control provisions described in this Section 3.3 shall be applicable whether or not any other provisions of this Indenture are applicable, except in any case in which the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity provisions of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectSection 11.2 hereof are applicable. The Issuer Company shall comply with the requirements of Rule Section 14e-1 under of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with to the repurchase purchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.103.3, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 3.3 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ce) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly and properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , (2) the Company has given notice to redeem all Notes in accordance with the contrary herein, redemption provisions of Section 3.2 hereof unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation of any Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if for which a definitive agreement is in place for place, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than the Change of Control at Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the time terms of making of the Change of Control such Alternate Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Cit Group Inc), First Supplemental Indenture (Cit Group Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under Section 3.07 hereofpursuant to Sections 3.03 and 3.07, the Issuer shall Company or a third party so designated will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding the date of purchase (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase), subject to the right of Holders of the Notes of record on the relevant a Record Date to receive any interest due on the relevant Interest Change of Control Payment Date. Within 30 60 days following any Change of Control Triggering Event, unless the Issuer shall send Company has exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Company will mail a notice of such Change of Control Offer by first-class mailto each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 Section 4.15, the expiration time for such Change of Control Offer (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of the Depositary) and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerCompany at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Payment Date);
(2) the purchase price and the purchase date, date (which will shall be no earlier than 30 days nor later than 60 days from five Business Days after the date such notice is mailed Change of Control Offer expires) (the “Change of Control Payment Date”);
(3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interestinterest (subject to clause (7) below);
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of attached to such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that the paying agent receivesPaying Agent receives at the address specified in the notice, not later than the close expiration time of business on the 30th day following the date of the such Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders that, if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (the unpurchased portion of the Notes must be equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof); and
(8) the other instructionsprocedures, as determined by the IssuerCompany, consistent with this Section 4.10, Section 4.15 that a Holder must follow.
. The notice, if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $200,000;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with this Section 4.15.
(c) The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) to each Holder so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) (or make appropriate adjustments to the amount and beneficial interests in any Global Note) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $200,000 or integral multiples of $1,000 in excess thereof.
(d) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(e) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or holders of Debt incurred or issued under a credit facility, an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change of Control Triggering Event or (2) the Company will repay all outstanding Debt incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Company will offer to repay all such Debt, make payment to the lenders or holders of such Debt that accept such offer and obtain waivers of any event of default arising under the relevant credit facility, indenture or other agreement from the remaining lenders or holders of such Debt. The Issuer shall Company covenants to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a default of the Change of Control Triggering Event provisions of this Indenture if the Company fails to comply with such covenant.
(f) the Company will not be required to make an Offer to Purchase upon a Change of Control Triggering Event if (1) a third party makes the Offer to Purchase upon a Change of Control Triggering Event in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase upon a Change of Control Triggering Event made by the Company and purchases all the notes properly tendered and not withdrawn under such Offer to Purchase or (2) notice of redemption has been given pursuant to this Indenture as described under ARTICLE 3 unless and until there is a default in payment of the applicable redemption price.
(g) Notwithstanding anything to the contrary herein, (i) an Offer to Purchase may be made in advance of a Change of Control Triggering Event and be conditional upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of making of the Offer to Purchase and (ii) an Offer to Purchase may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or Note Guarantees (but the Offer to Purchase may not condition tenders on the delivery of such consents).
(h) In the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase and the Company or a third party purchases all the Notes held by such Holders, the Company will have the right, on not less than ten nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Offer to Purchase, to redeem all of the Notes that remain outstanding following such purchase at the Change of Control Payment equal to that in the Offer to Purchase plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant Change of Control Payment Date to receive interest due on the relevant Interest Payment Date).
(i) The Company will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and any all other securities applicable laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer, and the above procedures will be deemed modified as necessary to permit such compliance. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dj) Other than as specifically provided in this Section 4.10Section 4.15, any purchase pursuant to this Section 4.10 Section 4.15 shall be made pursuant to the provisions of Sections 3.023.02, 3.05 3.05 and 3.06 hereof3.06.
Appears in 2 contracts
Samples: Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If This Section 3.02 shall apply solely from and after consummation of the Merger. Following the Merger, upon a Change of Control Triggering Event occursin respect of a series of Notes, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised any right to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of redeem the Notes of such series pursuant to Section 3.01 or 3.04, each Noteholder of such series will have the right to require the Company to repurchase all or any part (in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to on such Notes repurchased to, but excluding, the date of purchase, subject to repurchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurs or, at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send mail a notice to each Noteholder (with a written copy of such notice to the Trustee on the same day as sent to the holders or at least five (5) Business Days prior to when notice is due to holders if the Company requests the Trustee to send out such notice) describing the terms of the Change of Control Offer by first-class mail, with a copy and offering to repurchase the Trustee and Notes on the Registrar, to each Holder of Notes to the address of such Holder appearing date specified in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed given, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding , pursuant to the procedures required herein and continue described in such notice. The notice, if given prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to will state that the Change of Control Offer will cease is conditioned on the Change of Control being completed on or prior to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of such Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Section, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 by virtue thereofof compliance with such securities laws or regulations.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes an offer to purchase the Change Notes at a purchase price equal to 101% of Control Offer the aggregate principal amount of such Notes plus accrued and unpaid interest, if any, on such Notes to the date of purchase, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to for a Change of Control Offer made by the Issuer Company and such third party purchases all such Notes validly properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for its offer.
(c) On the Change of Control at Payment Date, the time of making of Company shall, to the extent lawful, (i) accept for payment all the Notes or portions thereof properly tendered pursuant to the Change of Control Offer.
, (dii) Other than deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of such Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each holder of such Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of a written request by the Company, shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder of such Notes a new Note equal in principal amount to any unpurchased portion of such Notes surrendered by such holder, if any, in denominations as specifically provided set forth in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofIndenture.
Appears in 2 contracts
Samples: Indenture (International Flavors & Fragrances Inc), Indenture (Nutrition & Biosciences, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes as described under in Section 3.07 hereof2.5(a), the Issuer shall make an offer to purchase all each Holder of the Notes pursuant shall have the right to require the offer described below Company to repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date of purchaserepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send notice of such Change of Control Offer send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee and Trustee, which notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such notice will be accepted for payment by state, among other things, the Issuer;
(2) the purchase price and the purchase repurchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the Change of Control Triggering Event occurring on or prior to accrue interest on the Change of Control Payment Date;
(5) that . Holders of Notes electing to have any Notes purchased repurchased pursuant to a Change of Control Offer will shall be required to surrender such their Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders . The Company shall not be entitled required to withdraw their make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business is continuing on the 30th day following the date of the Change of Control Offer noticePayment Date an Event of Default, a telegram, facsimile transmission or letter setting forth other than an Event of Default resulting from failure to pay the name Change of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedControl Payment. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Notes, the Issuer Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change Notes by virtue of Control Offerany such conflict.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Mohawk Industries Inc), Third Supplemental Indenture (Mohawk Industries Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company or a third party has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 Sections 3.02 or 3.03 hereof, the Issuer shall Company will be required to make an offer to purchase all of the each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. .
(b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall send Company must send, or cause the Trustee to send, by first class mail (or, in the case of Notes represented by Global Notes, in accordance with the applicable procedures of Euroclear or Clearstream), a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 15 days nor later than 60 days from after the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to €100,000 and integral multiples of €1,000 in excess thereof) of such Holder’s Notes completedthat it agrees to sell to the Company pursuant to the Change of Control Offer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.05, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the provisions of this Section 4.10 4.05 by virtue thereofof such conflict.
(bd) On the date of such Change of Control Payment DatePayment, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(ce) The Issuer shall Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of €100,000 or an integral multiple of €1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment.
(f) The Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, The Company (or a third party) may make a Change of Control Offer may be made in advance of a of, and conditioned upon, any Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Fifteenth Supplemental Indenture (Equinix Inc), Supplemental Indenture (Equinix Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently delivered or mailed a redemption notice with respect to all the outstanding Notes as described under in Section 3.07 hereofhereof (so long as such redemption is not subject to any conditions precedent other than the occurrence of such Change of Control), the Issuer Company shall make an offer to purchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 days following any Change of Control Triggering Event, the Issuer Company shall send deliver notice of such Change of Control Offer electronically or by first-class mailmail (or otherwise in accordance with Applicable Procedures), with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, Note Register with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) describing the transaction or transactions that constitute the Change of Control;
(3) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”);
(34) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(45) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(67) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes; provided, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) 8) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(9) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) 10) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Company pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerCompany and, at the Company’s option, the Notes so accepted for cancellation.
(c) The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Offer or (2) notice of redemption has been given or will be given pursuant to this Indenture as described in Section 3.07 prior to the date the Company is required to send notice of the Change of Control Offer to Holders of Notes, unless and until there is a default in the payment of the applicable redemption price; provided that in the case of this clause (2), such redemption shall not be subject to any conditions precedent (other than the occurrence of such Change of Control).
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering EventControl, conditional upon the consummation of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(g) The Company’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
(h) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such other Person will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 60 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest to, but excluding the date of redemption.
Appears in 2 contracts
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Escrow Release Date, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall Issuers will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with Section 4.14(e) hereof;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on (and exclusive thereof) the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegramfacsimile transmission, facsimile transmission letter or letter other communication in accordance with the Applicable Procedures setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (with such unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000);
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice or offer may be rescinded at any time in the Issuers’ sole discretion if the Issuers determine that any or all of such conditions will not be satisfied or waived; and,
(8) the i) any other instructions, as determined by the IssuerIssuers, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased. While the Notes are in global form and the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes or withdraw such election through the facilities of DTC, subject to its rules and regulations.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly validly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. , or (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuers (or any Affiliate of the Issuers) has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer or Alternate Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable.
(n) A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer and the Alternate Offer may not condition tenders on the delivery of such consents). The provisions of this Section 4.14, including the definition of “Change of Control” may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.
Appears in 2 contracts
Samples: Indenture (Hilton Grand Vacations Inc.), Indenture (Hilton Grand Vacations Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless unless, prior to or concurrently with the time the Issuer is required to make a Change of Control Offer, the Issuer or a third-party has previously mailed or concurrently mailed delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.03 or Article 11, or makes an Alternate Offer, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes (or such higher amount as the Issuer may determine (such offer at a higher amount, an “Alternate Offer”)) plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date a record date to receive any interest due on the relevant Interest Change of Control Payment Date. Within Date (as defined below).
(b) No later than 30 days following any Change of Control Triggering Event, the Issuer shall will send a notice of such Change of Control Offer by first-class mailto each Holder or otherwise deliver notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the Issuer;
(2) the purchase price and the purchase date, date (which will shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of DTC), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described in clause (3) below (such purchase date, the “Change of Control Payment Date”);
(3) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, that the Change of Control Offer is conditioned upon the occurrence of such Change of Control Triggering Event or such other conditions specified therein and setting forth a brief description of the definitive agreement for the transaction that could result in the occurrence of the Change of Control Triggering Event, describing each such condition, and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any Note or all such conditions shall not properly tendered have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed or such notice or offer may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all of such conditions will remain outstanding and continue to accrue interestnot be satisfied;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;; and
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as procedures determined by the Issuer, consistent with this Section 4.10Indenture, that a Holder must follow.
follow in order to have its Notes purchased. The notice, if mailed or delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed or delivered in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(bc) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; provided that if, following purchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such purchase would be less than $2,000, then the portion of such Note so purchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such purchase is $2,000;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof of Notes so tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted purchased together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerIssuer is in accordance with this Section 4.15.
(cd) The Paying Agent will promptly mail or wire transfer (or otherwise deliver in accordance with the Applicable Procedures) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuer will promptly issue and, upon delivery of an authentication order from the Issuer, the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the Applicable Procedures) (or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel will be required for the Trustee to authenticate and mail, deliver or transfer such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(e) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(f) The Issuer shall will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 4.15 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional Event and conditioned upon the occurrence of such Change of Control Triggering EventEvent and such other conditions specified therein, if a definitive agreement is in place for the transaction that could result in the occurrence of a Change of Control Triggering Event at the time of making of the Change of Control OfferOffer is made.
(dg) Other than as specifically provided The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in this Section 4.10, any purchase connection with the repurchase of Notes pursuant to this Section 4.10 shall be made pursuant to a Change of Control Offer. To the extent that the provisions of Sections 3.02any securities laws or regulations conflict with provisions of this Indenture, 3.05 the Issuer will comply with the applicable securities laws and 3.06 hereofregulations and will not be deemed to have breached its obligations described in this Indenture by virtue of the conflict. The Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
(h) The provisions of this Section 4.15 relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes prior to the time at which a Change of Control Triggering Event has occurred. A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Note Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents). In addition, the Issuer or any third party that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may, subject to applicable law, increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in its sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase.
Appears in 2 contracts
Samples: Senior Notes Indenture (Garden SpinCo Corp), Senior Notes Indenture (Neogen Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of such Xxxxxx’s Notes at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, interest thereon to the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 ninety (90) days following any Change of Control Triggering Event, unless the Issuer Company has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 4.07, the Company shall send mail a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
stating: (1i) that a the Change of Control Offer is being made pursuant to this Section 4.10 5.16 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
payment; (2ii) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
; (3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
; (4iv) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6vi) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing its tendered Notes and its his election to have such the Notes purchased;
; and (7vii) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(ab) On the notice is mailed Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in a manner herein provided respect of all Notes or portions thereof so tendered and (biii) any deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder fails to receive of Notes so tendered the Change of Control Payment for such notice or Notes, and the Trustee will promptly authenticate (upon a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity written order of the proceedings for the purchase Company) and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes as to all other Holders surrendered, if any; provided, that properly received each such notice without defectnew Note will be in a principal amount of $2,000 or an integral multiple thereof. The Issuer shall Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.105.16, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 5.16 by virtue thereof.
(bd) On Notwithstanding the Change foregoing provisions of Control Payment Datethis Section 5.16, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 5.16 and purchases all Notes validly tendered and not withdrawn under pursuant to such Change of Control Offer. Notwithstanding anything Offer in accordance with the terms hereof; or (ii) notice of redemption has been given pursuant to Section 4.07, unless and until there is a default in payment of the contrary herein, a applicable redemption price.
(e) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled, at the option of the Company. Notes purchased by an unaffiliated third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
(f) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered, at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: First Supplemental Indenture (Pilgrims Pride Corp), First Supplemental Indenture (Pilgrims Pride Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Issuers will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly validly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults Issuers Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes properly tendered pursuant to the Change of Control Offer; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted for purchase together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer.
Issuers. The Paying Agent will promptly mail to each Holder properly tendered the Change of Control Payment for such Notes (cor, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $ 1,000 in excess thereof. The Issuer shall not be required Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable (except as provided for in Article 8 and Section 11.01 hereof).
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made with respect to the Notes in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event is in place at the time of making of the Change of Control Offer.
. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes tender and do not withdraw such Notes in a Change of Control Offer and TLLP (dor the third party making the Change of Control Offer as provided above) Other purchases all of the Notes validly tendered and not withdrawn by such Holders, TLLP or such third party shall have the right, upon not less than as specifically provided in this Section 4.1030 nor more than 60 days’ prior notice, any given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Payment plus, 3.05 to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).
Appears in 2 contracts
Samples: Indenture (Tesoro Logistics Lp), Indenture (Tesoro Corp /New/)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurswith respect to a series of Notes, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes of the applicable series as described under in Section 3.07 hereof2.06(a), each Holder of the Issuer Notes of such series shall make an offer have the right to require the Company to purchase all or a portion (equal to $2,000 or an integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below of such series as set forth in this Section 2.08 (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to but excluding the date of purchasepurchase (the “Change of Control Payment”). Notwithstanding the foregoing, subject to the right installments of Holders of interest on the Notes of record a series that are due and payable on interest payment dates falling on or prior to the Change of Control Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date to receive interest due on the relevant Interest Payment Daterecord date. Within 30 days following the date upon which a Change of Control Triggering Event with respect to a series of Notes occurs, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send be required to deliver a written notice to each Holder of such Change Notes of Control Offer by first-class mailthe applicable series at its registered address, with a copy to the Trustee and Trustee, which written notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such written notice will be accepted for payment by the Issuer;
(2) the purchase price and state, among other things, the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such written notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . The written notice, if delivered prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the Change of Control being consummated on or prior to accrue interest on the Change of Control Payment Date;
(5) that . Holders of Notes of the applicable series electing to have any such Notes purchased repurchased pursuant to a Change of Control Offer will shall be required to surrender such Notestheir Notes of the applicable series, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice written notice, or transfer the Holder’s Notes of the applicable series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders . The Company shall not be entitled required to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the make a Change of Control Offer noticewith respect to the Notes of a series if a third party makes such an offer in the manner, a telegram, facsimile transmission or letter setting forth at the name of times and otherwise in compliance with the Holder of requirements for such an offer if it had been made by the Notes, the principal amount of Notes tendered for purchaseCompany, and a statement that such Holder is withdrawing third party purchases all Notes of such series properly tendered and not withdrawn under its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedoffer. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Notes, the Issuer Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change Notes by virtue of Control Offerany such conflict.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Supplemental Indenture (Westinghouse Air Brake Technologies Corp), Supplemental Indenture
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect shall have exercised its right to all redeem the outstanding Notes as described under Section 3.07 hereofabove, the Issuer shall be required to make an offer to each Holder of Notes to purchase all or any part (equal to $2,000 or an integral multiple of the $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Issuer’s option, prior to any Change of Control Triggering Event(as defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to Section 8 hereof, the Issuer shall send mail a notice of such (a “Change of Control Offer by first-class mail, Offer”) to each Holder with a copy to the Trustee and describing the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar transaction or otherwise in accordance with the procedures of DTC, with the following information:
(1) transactions that constitute or may constitute a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all purchase Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by on the Issuer;
(2) date specified in the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (other than as may be required by law) (such date, the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . The notice will, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control, state that the Change of Control Payment, all Notes accepted for payment pursuant Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Offer will cease to accrue interest on Payment Date specified in the notice. On each Change of Control Payment Date;
(5) that Holders electing , the Issuer shall, to have any the extent lawful: • accept for payment all Notes purchased or portions of the Notes properly tendered pursuant to a the applicable Change of Control Offer will be required to surrender such Notes, Offer; • deposit with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior an amount equal to the close change of business on control payment in respect of all Notes or portions of Notes properly tendered pursuant to the third Business Day preceding the applicable Change of Control Payment Date;
(6) that Holders shall Offer; and • deliver or cause to be entitled delivered to withdraw their tendered the trustee the Notes and their election to require properly accepted together with an Officers’ Certificate stating the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the aggregate principal amount of Notes or portions of Notes being purchased. The Trustee shall promptly mail, or cause the paying agent to promptly mail, to each Holder of Notes so tendered the payment for purchasesuch Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectif any. The Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under 14(e)-1 of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of Notes pursuant to a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On . Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Repurchase Exercise Notice Upon a Change of Control” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) . The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer such an offer in the manner, at the times and otherwise in compliance with the requirements set forth for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Issuer shall not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in this Section 4.10 applicable to the payment of the change of control payment upon a Change of Control Triggering Event. If Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer made by and the Issuer and Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described above, purchases all of the Notes validly tendered and not withdrawn under by such Change of Control Offer. Notwithstanding anything Holders, the Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the contrary herein, a Change of Control Offer may be made described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in advance cash equal to 101% of a Change of Control Triggering Eventthe principal amount thereof, conditional upon such Change of Control Triggering Eventplus accrued and unpaid interest, if a definitive agreement is in place for any, to the Change date of Control at redemption (subject to the time right of making Holders of record on an Interest Record Date to receive interest on the relevant Interest Payment Date). For purposes of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the Offer provisions of Sections 3.02the Notes, 3.05 and 3.06 hereof.the following definitions are applicable:
Appears in 2 contracts
Samples: Note Agreement (SAIC, Inc.), Note Agreement (SAIC, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption given notice with respect to redeem all of the outstanding Notes as described under pursuant to Section 3.03 and Section 3.07 hereofor 3.09, the Issuer shall Company shall, within 30 days following any Change of Control Triggering Event, make an offer to purchase all of the outstanding Notes pursuant to the offer described below (the “a "Change of Control Offer”") at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of such outstanding Notes plus accrued and unpaid interest, if any, to the date of purchase, purchase (the "Change of Control Payment") (subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date. Within 30 days following any Date falling on or prior to the Change of Control Triggering Event, the Issuer Payment Date). The Company shall send mail a notice of such Change of Control Offer by first-class mailto each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerCompany at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the Change of Control Payment Date);
(2) a description of the purchase price transaction or transactions that constitute the Change of Control Triggering Event and the purchase date, date (which will shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent) (the “"Change of Control Payment Date”");
(3) that Notes must be tendered in multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender such NotesNote, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such Notes Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the paying agent specified in Company, the notice Depositary, if applicable, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that if the paying agent receivesCompany, the Depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the close of business on the 30th day 20th Business Day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders that if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); and
(8) the any other instructions, as determined by the Issuer, Company consistent with this Section 4.104.14, that a Holder must follow.
. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed sent in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s 's failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. .
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (of $2,000 or larger integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.14.
(c) The Issuer Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(d) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.
(e) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer and such third party purchases all Notes validly tendered and not withdrawn under such offer to purchase.
(f) The Company shall comply with all applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation and the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereofof the conflict.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dg) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
(h) If holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender such Notes pursuant to the Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in clause (c) above, elects to purchase all of the Notes properly tendered by such Holders, the Company or such third party will have the right upon notice given not more than 60 days following such tendering of such Notes pursuant to the Change of Control Offer (and not less than 10 days prior to the date fixed for such redemption pursuant to the Change of Control Offer), to redeem on the date of redemption pursuant to the Change of Control Offer, any and all Notes that would remain outstanding following such Change of Control Offer, at a price in cash equal to the Change of Control Payment.
Appears in 2 contracts
Samples: Indenture (Hudbay Minerals Inc.), Indenture (Hudbay Minerals Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Sections 4.09(a) and (b) shall apply whether or not other provisions of this Indenture are applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Indenture (NRG Yield, Inc.), Indenture (NRG Yield, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Sections 4.09(a) and (b) shall apply whether or not other provisions of this Supplemental Indenture are applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Third Supplemental Indenture (NRG Energy, Inc.), Supplemental Indenture (NRG Energy, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect Company shall be required to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at to each Holder to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of that Holder’s Notes on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a price payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right purchase (a “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date”). Within 30 days following any Change of Control Triggering Event, the Issuer Company shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar (or otherwise provide in accordance with the applicable procedures of DTC, with the following information:
) a notice to each Holder stating: (1i) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.14 (and describing the transaction or transactions that constitute the Change of Control Triggering Event) and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuer;
payment; (2ii) the purchase price and the purchase dateChange of Control Payment Date, which will shall be no earlier than 30 ten days nor and no later than 60 days from the date such notice is mailed sent; (the “Change of Control Payment Date”);
(3iii) that any Note not properly tendered will remain outstanding and shall continue to accrue interest;
, if any; (4iv) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on interest, if any, after the Change of Control Payment Date;
; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;
; and (7vii) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1i) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(c) The Issuer Paying Agent shall promptly mail (or electronically deliver) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(d) If Holders of not less than 90% in aggregate principal amount of the then-outstanding Notes validly tender and do not withdraw such Notes in an offer to purchase the Notes upon a Change of Control Triggering Event and the Company, or any third party making such offer to purchase the Notes upon a Change of Control Triggering Event in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than ten nor more than 60 days’ prior written notice, given not more than 15 days following the purchase date, to redeem the Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
(e) If the Change of Control Payment Date is on or after a record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Holder in whose name a note is registered at the close of business on such record date, and no other interest, if any, will be payable to Holders who tender pursuant to the Change of Control Offer.
(f) The Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer or if an irrevocable notice of redemption has been given pursuant to this Indenture in accordance with the provisions set forth in Section 3.07 for all outstanding Notes.
(g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. Notwithstanding anything to To the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to extent that the provisions of Sections 3.02any securities laws or regulations conflict with this Section 4.14, 3.05 the Company shall comply with the applicable securities laws and 3.06 hereofregulations and shall be deemed not to have breached its obligations under this Section 4.14 by virtue of its compliance with such securities laws or regulations.
Appears in 2 contracts
Samples: Indenture (Cinemark Usa Inc /Tx), Indenture (Cinemark Holdings, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently delivered or mailed a redemption notice with respect to all the outstanding Notes as described under in Section 3.07 hereofhereof (so long as such redemption is not subject to any conditions precedent other than the occurrence of such Change of Control), the Issuer Company shall make an offer to purchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 15 days following any Change of Control Triggering Event, the Issuer Company shall send deliver notice of such Change of Control Offer electronically or by first-class mailmail (or otherwise in accordance with Applicable Procedures), with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, Note Register with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2ii) describing the transaction or transactions that constitute the Change of Control;
(iii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”);
(3iv) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4v) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vii) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes; provided, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7viii) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(ix) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and
(8) x) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Company pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerCompany and, at the Company’s option, the Notes so accepted for cancellation.
(c) The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Offer or (ii) notice of redemption has been given or will be given pursuant to this Indenture as described in Section 3.07 prior to the date the Company is required to send notice of the Change of Control Offer to Holders of Notes, unless and until there is a default in the payment of the applicable redemption price; provided that in the case of this clause (ii), such redemption shall not be subject to any conditions precedent (other than the occurrence of such Change of Control).
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering EventControl, conditional upon the consummation of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(df) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(g) The Company’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
(h) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such other Person will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 60 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest to, but excluding the date of redemption.
Appears in 2 contracts
Samples: Indenture (Stericycle Inc), Indenture (Stericycle Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below this Section 4.07 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of Control Triggering Event, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control Triggering Event) in the event that the occurrence of the Change of Control Triggering Event is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.104.07, that a Holder must follow.
(a) the notice is mailed follow in a manner herein provided and (b) any Holder fails order to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the have its Notes as to all other Holders that properly received such notice without defectrepurchased. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.
(c) The Issuer shall will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.104.07, any purchase pursuant to this Section 4.10 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(f) The Issuer’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.07 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 2 contracts
Samples: Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall will be required to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in cash excess thereof) of that Holder’s Notes pursuant to the terms set forth in this Indenture.
(b) In the “Change of Control Payment”) Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount thereof of the Notes, plus accrued and unpaid interest, if any, on the Notes to the date of purchasepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer shall send will deliver a notice of such Change of Control Offer by first-class mail, to each Holder (with a copy to the Trustee and Trustee) describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant and offering to this Section 4.10 and that all repurchase Notes properly tendered pursuant to such on the date (the “Change of Control Offer will be accepted for payment by Payment Date”) specified in the Issuer;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Paymentgiven, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(bc) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder properly tendered the Change of Control Payment for the Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof, the Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions described above that require the Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything Offer or (2) notice of redemption has been given pursuant to the contrary hereinIndenture as described under Section 3.07, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at Offer is made.
(f) If holders of not less than 90% in aggregate principal amount of the time of making of outstanding Notes properly tender such Notes pursuant to the Change of Control Offer.
(d) Other Offer and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as described above, purchases all of the Notes properly tendered by such Holders, the Issuer or such third party will have the right, upon notice given not more than as specifically provided in this Section 4.10, any 60 days following such purchase pursuant to the Change of Control Offer described above (and not less than 15 days prior to the date fixed for redemption), to redeem all notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of Notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date. The provisions under this Section 4.10 shall 4.09 may be made pursuant to waived or modified with the provisions consent of Sections 3.02, 3.05 and 3.06 hereofthe Holders of a majority in principal amount of the Notes.
Appears in 2 contracts
Samples: Indenture (TerraForm Power, Inc.), Indenture (TerraForm Power, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Change of Control Payment Date. Within 30 60 days following any Change of Control Triggering Event, the Issuer shall Issuers will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, completed or otherwise in accordance with the Applicable Procedures to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders whose Notes are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess thereof;
(g) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is sent) as any or all such conditions shall be satisfied or waived, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice or offer may be rescinded at any time in the Issuer’s discretion if the Issuer determines that any or all of such conditions will not be satisfied or waived;
(h) any other instructions, as determined by the Issuers, consistent with this Section 4.14 that a Holder must follow; and
(i) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following tenth Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7) Holders tendering less than . While the Notes are in global form and the Issuers make an offer to purchase all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes must be equal to $2,000 or an integral multiple of $1,000 withdraw such election in excess thereof; and
(8) accordance with the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must followApplicable Procedures.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly validly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuers (or any Affiliate of the Issuers) have made an offer to purchase (an “Alternate Offer. ”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer.
(dm) A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes, the Guarantees and/or Security Documents (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(n) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14, including the definition of “Change of Control” may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Clarios International Inc.), Indenture (Clarios International Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Issuer Company or a third party has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 Sections 3.02 or 3.03 hereof, the Issuer shall Company will be required to make an offer to purchase all of the each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. .
(b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall Company must send, or cause the Trustee to send (or, in the case of Notes represented by Global Notes, in accordance with the applicable procedures of Euroclear or Clearstream) a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from after the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to €100,000 and integral multiples of €1,000 in excess thereof) of such Holder’s Notes completedthat it agrees to sell to the Company pursuant to the Change of Control Offer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.05, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the provisions of this Section 4.10 4.05 by virtue thereofof such conflict.
(bd) On the date of such Change of Control Payment DatePayment, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany.
(ce) The Issuer shall Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of €100,000 or an integral multiple of €1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment.
(f) The Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 the Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, The Company (or a third party) may make a Change of Control Offer may be made in advance of a of, and conditioned upon, any Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Equinix Inc), First Supplemental Indenture (Equinix Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofNotes, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes of such Series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased to, if anybut not including, to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall Company will send a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to and the Trustee describing the transaction or transactions and identify the Registrar or otherwise in accordance with ratings decline that together constitute the procedures Change of DTC, with the following informationControl Triggering Event and stating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15 or compliance with the provisions of this Section 4.15 would constitute a violation of any such laws or regulations, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance. In connection with the tender of any Notes with respect to a Change of Control Triggering Event, the tendering Holder shall provide good title to the Notes, free and clear of all Liens and encumbrances, and shall represent and warrant that such Holder is presenting good title, free and clear of all Liens and encumbrances, and such other representations and warranties as are customary.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation Paying Agent the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly make payment to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of a Company Order, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of a minimum of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer for the Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption has been given pursuant to the contrary hereinoptional redemption provisions applicable to the Notes, unless and until there is a default in payment of the applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place has been executed for the a transaction that would constitute a Change of Control at the time of making of the Change of Control Offer.
(de) Other In the event that Holders of not less than as specifically provided 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ notice (in this Section 4.10the case of redemptions upon less than 30 days’ notice, any subject to the ability of the Depositary to process such redemption on the date specified in such notice), given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Payment plus, 3.05 to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 2 contracts
Samples: Second Supplemental Indenture (Metropcs Communications Inc), First Supplemental Indenture (Metropcs Communications Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofany Series of Notes, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes of such Series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased to, if anybut not including, to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall Company will send a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to Series and the Trustee describing the transaction or transactions and identify the Registrar or otherwise in accordance with ratings decline that together constitute the procedures Change of DTC, with the following informationControl Triggering Event and stating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15 or compliance with the provisions of this Section 4.15 would constitute a violation of any such laws or regulations, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance. In connection with the tender of any Notes with respect to a Change of Control Triggering Event, the tendering Holder shall provide good title to the Notes, free and clear of all Liens and encumbrances, and shall represent and warrant that such Holder is presenting good title, free and clear of all Liens and encumbrances, and such other representations and warranties as are customary.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation Paying Agent the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly make payment to each Holder of Notes of the applicable Series properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of a Company Order, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following with respect to any Series of Notes upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer for such Series of Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and purchases all Notes validly of such Series properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption with respect to such Series has been given pursuant to the contrary hereinoptional redemption provisions applicable to such Series, unless and until there is a default in payment of the applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place has been executed for the a transaction that would constitute a Change of Control at the time of making of the Change of Control Offer.
(de) Other In the event that Holders of not less than as specifically provided 90% of the aggregate principal amount of the outstanding Notes of any Series accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ notice (in this Section 4.10the case of redemptions upon less than 30 days’ notice, any subject to the ability of the Depositary to process such redemption on the date specified in such notice), given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change of Control Offer described above, to redeem all of the Notes of such Series that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Payment plus, 3.05 to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 2 contracts
Samples: Indenture (T-Mobile US, Inc.), Indenture (Metropcs Communications Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes as described under in Section 3.07 hereof2.5, the Issuer shall make an offer to purchase all each Holder of the Notes pursuant shall have the right to require the offer described below Company to repurchase all or a portion (equal to €100,000 or an integral multiple of €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date of purchaserepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Floating Rate Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send notice of such Change of Control Offer send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee and Trustee, which notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such notice will be accepted for payment by state, among other things, the Issuer;
(2) the purchase price and the purchase repurchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the Change of Control Triggering Event occurring on or prior to accrue interest on the Change of Control Payment Date;
(5) that . Holders of Notes electing to have any Notes purchased repurchased pursuant to a Change of Control Offer will shall be required to surrender such their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice notice, or to transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders . The Company shall not be entitled required to withdraw their make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business is continuing on the 30th day following the date of the Change of Control Offer noticePayment Date an Event of Default, a telegram, facsimile transmission or letter setting forth other than an Event of Default resulting from failure to pay the name Change of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedControl Payment. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Notes, the Issuer Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change Notes by virtue of Control Offerany such conflict.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Mohawk Industries Inc), Second Supplemental Indenture (Mohawk Industries Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a1) If Within 30 days following the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer has Issuers have previously or concurrently mailed a redemption notice with respect exercised their right to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase redeem all of the Notes pursuant to Section 3.07, the Company shall make a cash tender offer described below (the a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) in cash equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Change of Control Settlement Date. Within No later than 30 days following any Change of Control Triggering Event, unless the Issuer Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07, the Company shall send a notice of such the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to and the Trustee describing the transaction or transactions that constitute the Change of Control Triggering Event and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1a) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly validly tendered pursuant to such Change of Control Offer and not validly withdrawn will be accepted for payment by the Issuerpayment;
(2b) the purchase price and the purchase dateChange of Control Settlement Date, which will shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed sent;
(c) that the “Change of Control Payment Offer will expire as of the time specified in such notice and that the Company shall pay the Change of Control Purchase Price for all Notes accepted for purchase promptly thereafter on the Change of Control Settlement Date”);
(3d) that any Note not properly tendered will remain outstanding and continue to accrue interestinterest and Additional Interest, if any;
(4e) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and Additional Interest, if any, after the Change of Control Payment Settlement Date;
(5f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completedcustomary documents as the Company may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close termination of business on the third Business Day preceding the Change of Control Payment DateOffer;
(6g) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than prior to the close of business on the 30th day following the date termination of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;; and
(7h) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) of $2,000. If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depository applicable to repurchases. The Issuer Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 such provisions by virtue thereofof such conflict.
(b2) On or before the Change of Control Payment Settlement Date, the Issuer Company shall, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it or portions thereof (in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered (and not validly withdrawn) pursuant to the Change of Control Offer;. Promptly thereafter on the Change of Control Settlement Date the Company shall:
(2a) deposit with the Paying Agent by 10:00 a.m., New York City time, an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes properly tendered (and not validly withdrawn); and
(3b) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. On the Change of Control Settlement Date, the Paying Agent shall mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and, upon receipt of an Authentication Order, the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.
(c3) The Issuer Change of Control Triggering Event provisions of this Section 4.15 shall be applicable whether or nor any other provisions of this Indenture are applicable.
(4) Prior to complying with any of the provisions of this Section 4.15, but in any event no later than the Change of Control Settlement Date, the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of Notes required by this Section 4.15.
(5) The Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (a) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.10 4.15 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer or (b) in connection with, or in contemplation of, any publicly announced Change of Control Triggering Event, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all such Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary hereincontained in this Indenture, a Change of Control Offer by the Company or a third party may be made in advance of a Change of Control Triggering Event, conditional conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control OfferOffer is made.
(d6) Other In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or the third party making the Change of Control Offer or Alternate Offer in lieu of the Company) purchases all of the Notes held by such Holders, the Issuers will have the right, upon not less than 15 nor more than 60 days’ prior notice as specifically provided in this Section 4.103.03, any given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Payment or Alternate Offer price plus, 3.05 to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Samples: Indenture (Global Partners Lp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofa series of Notes, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of such series of Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Issuers will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly of the applicable series validly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note of the applicable series not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults Issuers Default in the payment of the Change of Control Payment, all Notes of the applicable series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes of the applicable series purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of attached to such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;; 001214-0006-16616731.1
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered of the applicable series delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such Notes purchased;; and
(7) that Holders tendering less than all whose Notes of their Notes the applicable series are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it of the applicable series or portions thereof of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes of the applicable series or portions thereof so tenderedof such Notes properly tendered pursuant to the Change of Control Offer; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted for purchase together with an Officer’s Officers’ Certificate to stating the Trustee stating that aggregate principal amount of Notes of the applicable series or portions of such Notes or portions thereof have been tendered to and being purchased by the IssuerIssuers. The Paying Agent will promptly mail to each Holder properly tendered the Change of Control Payment for such Notes (or, if all the Notes of such series are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $ 1,000 in excess thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made with respect to the Notes in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event is in place at the time of making of the Change of Control Offer.
. With respect to a series of Notes, in the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of such series tender and do not withdraw such Notes in a Change of Control Offer and TLLP (dor the third party making the Change of Control Offer as provided above) Other purchases all of the Notes validly tendered and not withdrawn by such Holders, TLLP or such third party shall have the right, upon not less than as specifically provided in this Section 4.1015 nor more than 60 days’ prior notice, any given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change 001214-0006-16616731.1 of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest on the Notes that remain outstanding to the provisions date of Sections 3.02, 3.05 and 3.06 hereofredemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).
Appears in 1 contract
Samples: Indenture (Tesoro Corp /New/)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder shall have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer Company to purchase all or any part of the such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall send Company must deliver a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and each Holder, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;.
(6b) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of On the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesPayment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for purchasesuch Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion , if any; provided that each such new Note will be in a principal amount of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) thereafter. The Company shall publicly announce the other instructions, results of the Change of Control Offer on or as determined by soon as practicable after the Issuer, consistent with this Section 4.10, that a Holder must followChange of Control Payment Date.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder or regulations, to the extent such laws or and regulations are applicable applicable, in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict Company complies with the provisions of this Section 4.10any such securities laws or regulations, the Issuer shall comply with the applicable securities laws and regulations and Company shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof4.06.
(bd) On Notwithstanding anything to the Change of Control Payment Datecontrary in this Section 4.06, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.06 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything In addition, the Company will not be required to the contrary herein, make a Change of Control Offer may be made in advance of upon a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, Event if a definitive agreement is in place the Notes have been or are called for redemption by the Change of Control at the time of making Company prior to it being required to deliver notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously exercised its right to redeem the Notes pursuant to Section 1.04 of this First Supplemental Indenture, each Holder shall have the right to require the Company to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control OfferOffer ”) at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchasepurchase (the “Change of Control Payment ”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following the date upon which any Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Issuer Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy and offering to repurchase Notes on the Trustee and the Registrar, to each Holder of Notes to the address of date specified in such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding , pursuant to the procedures required by the Indenture and continue described in such notice. The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment occurrence of the Change of Control PaymentTriggering Event, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the occurrence of a Change of Control Triggering Event on or prior to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereofTriggering Event.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control OfferOffer and not withdrawn;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not withdrawn; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer.
Company. The Paying Agent shall promptly transmit to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and transmit (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Article III of the Original Indenture and this Section 4.10 1.05 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dc) Other than as specifically provided in For the purposes of this Section 4.101.05, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.following definitions are applicable:
Appears in 1 contract
Samples: First Supplemental Indenture (L 3 Communications Holdings Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer has previously or concurrently mailed a redemption notice with respect Issuers have exercised their right to all redeem the outstanding Notes Offered Securities as described under Section 3.07 hereof1.02(8) of this Thirteenth Supplemental Indenture, each Holder of Offered Securities will have the Issuer shall make an offer right to require the Issuers to purchase all or a portion (equal to €100,000 or an integral multiple of the Notes €1,000 in excess thereof) of such Holder’s Offered Securities pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurs or, at the Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control, but after the public announcement of the pending Change of Control, the Issuer shall send notice of such Change of Control Offer Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Offered Securities, with a copy to the Trustee and Trustee, which notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such notice will be accepted for payment by the Issuer;
(2) the purchase price and state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuers will, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities properly tendered pursuant to the Change of Control Offer;
(3ii) that any Note deposit or cause a third party to deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Offered Securities being repurchased. The Issuers will not be required to make a Change of Control Offer with respect to the Offered Securities if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers and such third party purchases all the Offered Securities properly tendered and not withdrawn under its offer. In addition, the Issuers will remain outstanding not repurchase Offered Securities if there has occurred and continue to accrue interest;
(4) that unless is continuing on the Issuer defaults Change of Control Payment Date an Event of Default in respect of the Offered Securities, other than a Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Payment on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes Issuers must be equal to $2,000 or an integral multiple of $1,000 comply in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to the Offered Securities as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Offered Securities, the Issuer shall Issuers will be required to comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.10 4.08 with respect to the Offered Securities by virtue thereofof any such conflict.
(b18) On the Change of Control Payment Date, the Issuer shall, Solely with respect to the extent permitted by law,application of such provisions to the Offered Securities, Section 6.01 of the Base Indenture is hereby amended as follows:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant any reference to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal “Company” is hereby amended to refer instead to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered“Issuers”; and
(3ii) deliver, or cause the reference to be delivered, “$200,000,000” in Section 6.01(a)(4) of the Base Indenture is amended to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate refer instead to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer“$300,000,000.”
(19) [Reserved].
(c20) The Issuer Upon the Issuers’ request, each Holder and beneficial owner shall not be required to make provide a Change of Control Offer following a Change of Control Triggering Event properly completed and executed IRS Form W-9 or IRS Form W-8, as applicable, as would have been applicable if a third party makes the Change of Control Offer Issuers were incorporated in the mannerUnited States of America, at any State thereof or the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change District of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferColumbia.
(d21) Other than as specifically provided As modified by this Thirteenth Supplemental Indenture, the Offered Securities may be defeased in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to accordance with the provisions of Sections 3.02Section 11.03 of the Base Indenture and the Indenture shall cease to be of further effect with respect to the Offered Securities in accordance with the provisions of Section 11.02 of the Base Indenture; provided, 3.05 however, that (a) for purposes of defeasance of the Offered Securities and 3.06 hereof.satisfaction and
Appears in 1 contract
Samples: Supplemental Indenture (Johnson Controls International PLC)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Issuer Company at such time has previously given notice of redemption pursuant to paragraph (a) or concurrently mailed a redemption notice (b) of Section 3.07(a) with respect to all the outstanding Notes as described under Section 3.07 hereofNotes, the Issuer Company shall make offer to repurchase all or any part (in a minimum principal amount equal to the Minimum Denomination and integral multiples of $1,000) of each Holder’s Notes pursuant to an offer to purchase all of repurchase on the Notes pursuant to the offer described below terms set forth in this Indenture (the “Change of Control Offer”) at a price in cash (). In the “Change of Control Payment”) Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of the Notes being repurchased plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of interest on the Notes being repurchased, to, but excluding, the Change of record on Control Payment Date (the relevant Record Date to receive interest due on the relevant Interest Payment Date“Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent with respect to Notes, unless the Company at such time has given notice of redemption under the applicable provision of Section 3.07 referred to above with respect to all outstanding Notes, the Issuer shall send Company will give written notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to describing the address of such Holder appearing in transaction or transactions and ratings downgrade that constitute the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all repurchase the Notes properly tendered pursuant to such on the date specified in the notice (the “Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datePayment Date”), which date will be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Paymentgiven, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.10Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.07 by virtue thereofof such conflict.
(b) On At or prior to 10:00 a.m., New York City time, on the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) lawful, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(3ii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted properly accepted, together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and purchased of Notes being repurchased by the IssuerCompany.
(cd) The Issuer Paying Agent shall promptly deliver to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount equal to the Minimum Denomination and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) The Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases repurchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (ii) a valid notice of redemption for all of the Notes has been given, or will be given contemporaneously with the Change of Control Triggering Event, pursuant to Section 3.07. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, Event or conditional upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control OfferOffer is made.
(df) Other than Subject to Sections 6.04 and 9.02(b), the Company’s obligation to make an offer to repurchase the Notes as specifically provided in this Section 4.10, any purchase a result of a Change of Control Triggering Event pursuant to this Section 4.10 shall 4.07 may be made pursuant to waived or modified with the provisions written consent of Sections 3.02, 3.05 and 3.06 hereofHolders in a majority in principal amount of the Notes outstanding.
Appears in 1 contract
Samples: Indenture (Coty Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously exercised its right to redeem the Notes pursuant to Section 1.6 or concurrently mailed a redemption notice with respect to all the Section 1.9 hereof, each Holder of outstanding Notes as described under Section 3.07 hereof, will have the Issuer shall make an offer right to require the Company to purchase all or a portion of the that Holder’s Notes (in integral multiples of €1,000) pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the such Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. interest payment date.
(1) Within 30 days following the date upon which the Change of Control Triggering Event has occurred, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send in accordance with the applicable procedures of Euroclear or Clearstream, a notice to each Holder of such Change of Control Offer by first-class mailNotes, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Offer. The notice shall describe the transaction or transactions constituting the Change of Control Offer will be accepted for payment by Triggering Event and offer to repurchase the Issuer;
(2) the purchase price and Notes on the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such the notice is mailed sent, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . If the notice is sent prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to it shall state that the Change of Control Offer will cease is conditioned on the Change of Control being consummated on or prior to accrue interest on the Change of Control Payment Date;.
(52) that If Holders electing of Notes elect to have any Notes purchased pursuant to a Change of Control Offer will be required to Offer, they must surrender such their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice notice, or transfer their Notes to the Trustee by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On or prior to 10:00 a.m., London time, on the Business Day immediately preceding the Change of Control Payment Date;, the Company shall, to the extent lawful, deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered.
(63) that Holders shall The Change of Control Offer may be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later accepted for less than the close entire principal amount of business on a Note, but in that event the 30th day following principal amount of such Note remaining outstanding after repurchase must be equal to €100,000 or an integral multiple of €1,000 in excess thereof. On the date Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions of such Notes properly tendered pursuant to the Change of Control Offer noticeand (ii) deliver or cause to be delivered to the Trustee the Notes properly accepted. The Paying Agent or the Trustee, a telegramas applicable, facsimile transmission or letter setting forth the name of the shall promptly deliver to each Holder of the Notes properly tendered the Change of Control Payment for such Notes, and the principal amount Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must followif any.
(a4) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect The Company shall not affect the validity of the proceedings for the purchase of the Notes as be required to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to make a Change of Control OfferOffer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and that third party purchases all Notes properly tendered and not withdrawn under its offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10herein, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 the provisions herein by virtue thereofof such conflicts.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Second Supplemental Indenture (Becton Dickinson & Co)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer has previously or concurrently mailed a redemption notice with respect Issuers have exercised their right to all redeem the outstanding Notes Offered Securities of such series as described under Section 3.07 hereof1.02(8) of this Sixth Supplemental Indenture, each Holder of Offered Securities will have the Issuer shall make an offer right to require the Issuers to purchase all or a portion (equal to €100,000 or an integral multiple of the Notes €1,000 in excess thereof) of such Holder’s Offered Securities pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurs or, at the Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control, but after the public announcement of the pending Change of Control, the Issuer shall send notice of such Change of Control Offer Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Offered Securities, with a copy to the Trustee and Trustee, which notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such notice will be accepted for payment by the Issuer;
(2) the purchase price and state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuers will, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities properly tendered pursuant to the Change of Control Offer;
(3ii) that any Note deposit or cause a third party to deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Offered Securities being repurchased. The Issuers will not be required to make a Change of Control Offer with respect to the Offered Securities if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuers and such third party purchases all the Offered Securities properly tendered and not withdrawn under its offer. In addition, the Issuers will remain outstanding not repurchase Offered Securities if there has occurred and continue to accrue interest;
(4) that unless is continuing on the Issuer defaults Change of Control Payment Date an Event of Default in respect of the Offered Securities, other than a Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Payment on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes Issuers must be equal to $2,000 or an integral multiple of $1,000 comply in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to the Offered Securities as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Offered Securities, the Issuer shall Issuers will be required to comply with the applicable those securities laws and regulations and shall will not be deemed to have breached its their obligations under this Section 4.10 4.08 with respect to the Offered Securities by virtue thereofof any such conflict.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Johnson Controls International PLC)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless occurs after the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofIssue Date, the Issuer Issuers shall make an offer to purchase repurchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant corresponding Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer Issuers shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2) the purchase repurchase price and the purchase repurchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such Notes completed, or otherwise in accordance with the Applicable Procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase repurchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchaserepurchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchasedrepurchased and any other information as may be required by the paying agent or otherwise in accordance with the applicable procedures of DTC;
(7) Holders tendering less that if the Issuers are redeeming fewer than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased unrepurchased portion of the Notes surrendered. The unpurchased unrepurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditioned on the occurrence of such Change of Control Triggering Event, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all applicable conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuers shall determine that the Change of Control Triggering Event will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) 9) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.104.14, that a Holder must follow.
. The notice, if given in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed given in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly property received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.14, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.10 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit deposit, or cause to be deposited, with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased repurchased by the IssuerIssuers.
(c) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event and a Holder will not have the right to require the Issuers to repurchase any Notes pursuant to a Change of Control Offer if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 4.14 applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) a notice of redemption of all outstanding Notes has been given pursuant to Sections 3.03 and 3.07, unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the related Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in this Section 4.14, repurchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 15 days nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such repurchase pursuant to the Change of Control Offer described above), to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the corresponding Interest Payment Date.
(e) Other than as specifically provided in this Section 4.104.14, any purchase repurchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections Section 3.02, Section 3.05 and 3.06 hereofSection 3.06.
Appears in 1 contract
Samples: Indenture (GoDaddy Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.11 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.11, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.11 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.11, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.11 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of in Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the consummation of the Change of Control Triggering EventControl, if a definitive agreement to effect a Change of Control is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes as described under in Section 3.07 hereof2.5, the Issuer shall make an offer to purchase all each Holder of the Notes pursuant shall have the right to require the offer described below Company to repurchase all or a portion (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to the date of purchaserepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send notice of such Change of Control Offer send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee and Trustee, which notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such notice will be accepted for payment by state, among other things, the Issuer;
(2) the purchase price and the purchase repurchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the Change of Control Triggering Event occurring on or prior to accrue interest on the Change of Control Payment Date;
(5) that . Holders of Notes electing to have any Notes purchased repurchased pursuant to a Change of Control Offer will shall be required to surrender such their Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders . The Company shall not be entitled required to withdraw their make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business is continuing on the 30th day following the date of the Change of Control Offer noticePayment Date an Event of Default, a telegram, facsimile transmission or letter setting forth other than an Event of Default resulting from failure to pay the name Change of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrenderedControl Payment. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the Notes, the Issuer Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change Notes by virtue of Control Offerany such conflict.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Second Supplemental Indenture (Mohawk Industries Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of redeem the Notes pursuant to Section 1.6 or Section 1.9 hereof, the Company will be required to make an offer described below (the “Change of Control Offer”) to each Holder of outstanding Notes to repurchase all or any portion (equal to €1,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. interest payment date.
(1) Within 30 days following the date upon which the Change of Control Triggering Event has occurred, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send in accordance with the applicable procedures of Euroclear or Clearstream, a notice to each Holder of such Change of Control Offer by first-class mailNotes, with a copy to the Trustee and Trustee, describing the Registrar, to each Holder of Notes to transaction or transactions that constitute or may constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all repurchase the Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by on the Issuer;
(2) date specified in the purchase price and the purchase datenotice, which will date must be no earlier than 30 days nor later than 60 days from the date such the notice is mailed sent, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . If the notice is sent prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control, it shall state that the Change of Control PaymentOffer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(2) On the Change of Control Payment Date, the Company will, to the extent lawful:
(a) accept for payment all Notes accepted for payment or portions of Notes properly tendered pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment DateOffer;
(5b) that Holders electing deposit with the Trustee or the Paying Agent the required payment for all properly tendered Notes or portions of Notes not validly withdrawn; and
(c) deliver or cause to have any be delivered to the Trustee the Notes purchased pursuant properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
(3) The Company shall not be required to make a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, respect to the paying agent specified Notes if a third party makes such an offer in the notice manner, at the address specified times and otherwise in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply compliance with the requirements of Rule 14e-1 for such an offer made by the Company and that third party purchases all Notes properly tendered and not withdrawn under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offerits offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10herein, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 the provisions herein by virtue thereofof such conflicts.
(b4) On If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Payment DateOffer and the Company, or any third party making such an offer in lieu of the Company as in Section 1.7(3), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer shallCompany or such third party will have the right, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered upon not less than 10 days’ nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such repurchase pursuant to the Change of Control Offer;
Offer described in this Section 1.7, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice (2) deposit with the Paying Agent an amount equal to the aggregate “Second Change of Control Payment Date”) and at a price in respect cash equal to 101% of all the aggregate principal amount of Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation repurchased plus any accrued and unpaid interest on the Notes so accepted together with an Officer’s Certificate to repurchased to, but not including, the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Second Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferPayment Date.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Becton Dickinson & Co)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes as described under Section 3.07 hereofDebt Securities, the Issuer shall be required to make an offer to purchase all repurchase all, or, at the option of the Notes a Holder, any part (equal to $1,000 or an integral multiple thereof), of each Holder’s Debt Securities pursuant to the offer described below (the “Change of Control Offer”) at a price ), on the terms set forth in cash (the “Debt Securities. In the Change of Control Payment”) Offer, the Issuer shall offer payment in cash equal to 101% of the aggregate principal amount thereof of the relevant series of Debt Securities repurchased plus accrued and unpaid interest, if any, on such Debt Securities repurchased, to the date of purchase, subject referred to as the right Change of Holders Control Payment. The Issuer shall provide the Trustee with written notification upon the occurrence of the Notes any Change of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Triggering Event. Within 30 days following any Change of Control Triggering EventEvent or, at the option of the Issuer, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer shall send give written notice of such Change of Control Offer by first-class mailto the Holders, with a copy to the Trustee and Trustee, describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by repurchase the Issuer;
(2) Debt Securities on the purchase price and date specified in the purchase datenotice, which will date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (mailed, referred to as the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change procedures required by the Debt Securities and described in such notice. The notice shall, if given prior to the date of Control Offer will cease consummation of the change of control, state that the offer to accrue interest purchase is conditioned on the change of control triggering event occurring on or prior to the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallshall be required, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliverlawful, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.to:
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interestinterest on the Notes repurchased to, if anybut not including, to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date for periods prior to such repurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall Company will send a notice of such to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Sections 3.09 or 4.15 hereof or compliance with the provisions of Sections 3.09 or 4.15 hereof would constitute a violations of any such laws or regulations, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 4.15 by virtue thereofof such compliance. In connection with the tender of any Notes with respect to a Change of Control Triggering Event, the tendering Holder shall provide good title to the Notes, free and clear of all liens and encumbrances, and shall represent and warrant that such Holder is presenting good title, free and clear of all Liens and encumbrances, and such other representations and warranties as are customary.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly make payment to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral amount of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and Section 3.09 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the contrary herein, a applicable redemption price.
(d) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other In the event that Holders of not less than as specifically provided in this Section 4.1090% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, any the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Payment plus, 3.05 to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Samples: Second Supplemental Indenture (Metropcs Communications Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes of a Series at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes of such Series repurchased, plus accrued and unpaid interest, if any, on the Notes of such Series repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record such Series on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail (or deliver electronically) a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly of such Series tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(3) that any Note of such Series not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes of such Series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes of such Series purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes of such NotesSeries, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes of such Notes Series completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered of such Series delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have the Notes of such Notes Series purchased;; and
(7) that Holders tendering less than all whose Notes of their Notes such Series are being purchased only in part will be issued new Notes and of such new Notes will be Series equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to of a Series as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes of a Series properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes of such Series properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so of such Series properly accepted together with an Officer’s Certificate to stating the Trustee stating that aggregate principal amount of Notes of such Notes Series or portions thereof have been tendered to and of Notes of such Series being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes of a Series properly tendered the Change of Control Payment for the Notes of such Series, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of such Series equal in principal amount to any unpurchased portion of the Notes of such Series surrendered, if any; provided that each new Note of such Series shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Sections 4.09(a) and (b) shall apply whether or not other provisions of this Supplemental Indenture are applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes of such Series shall not be permitted to require that the Company repurchase or redeem the Notes of such Series in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly of a Series properly tendered and not withdrawn under such the Change of Control Offer. Notwithstanding anything , or (2) notice of redemption with respect to the contrary hereinapplicable Series has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at Offer is made.
(e) If Holders of not less than 90.0% in aggregate principal amount of the time outstanding Notes of a Series validly tender and do not withdraw such Notes of such Series in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.09(d)(1), purchases all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer.
(d) Other than as specifically provided , to redeem all Notes of such Series that remain outstanding following such purchase at a redemption price in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant cash equal to the provisions applicable Change of Sections 3.02Control Payment, 3.05 plus, to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes of such Series have validly tendered and not withdrawn such Notes of such Series in a Change of Control Offer, such calculation shall include all Notes of such Series owned by an Affiliate of the Company (notwithstanding any provision of this Supplemental Indenture to the contrary).
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurswith respect to the 2025 Notes, unless the Issuer has previously or concurrently mailed a redemption exercised its right to redeem the 2025 Notes pursuant to Paragraph 6(b) by giving irrevocable written notice to the Fiscal Agent in accordance with respect the Fiscal Agency Agreement, each Holder shall have the right to all the outstanding Notes as described under Section 3.07 hereof, require the Issuer shall make an offer to purchase all or a portion of the such Holder’s 2025 Notes pursuant to the offer described set forth below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, up to but not including the date of purchasepurchase (the Change of Control Payment). Unless the Issuer has exercised its right to redeem the 2025 Notes, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within within 30 days following the date upon which the Change of Control Triggering Event occurs with respect to the 2025 Notes or, at the Issuer’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer shall send be required to give notice of such Change of Control Offer by first-class mail, to Holders in accordance with Paragraph 11 (with a copy to the Trustee and Fiscal Agent), which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (the “Change of Control Payment Date”);
(3) . The notice, if given prior to the date of consummation of the Change of Control, shall state that any Note not the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer shall, to the extent lawful: • accept or cause a third party to accept for payment all 2025 Notes or portions of 2025 Notes properly tendered will remain outstanding pursuant to the Change of Control Offer; • deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all 2025 Notes or portions of 2025 Notes properly tendered; and continue • deliver or cause to accrue interest;
(4) that unless be delivered to the Fiscal Agent the 2025 Notes properly accepted together with an Officer’s certificate stating the aggregate principal amount of 2025 Notes or portions of 2025 Notes being repurchased. The Issuer shall not be required to make a Change of Control Offer with respect to the 2025 Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer defaults and such third party purchases all the 2025 Notes properly tendered and not withdrawn under its offer. In addition, the Issuer will not repurchase any 2025 Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Fiscal Agency Agreement or the 2025 Notes, in each case, with respect to the 2025 Notes, other than a default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest Payment on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes. If applicable, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply in all material respects with the requirements of Rule 14e-1 14e‑1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the 2025 Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 4.10the 2025 Notes, the Issuer shall be required to comply with the applicable those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment DateOffer provisions of the 2025 Notes by virtue of any such conflict. For purposes of the foregoing provisions of this Paragraph 7(c) regarding a Change of Control Offer, the Issuer shall, to following definitions are applicable: Change of Control means the extent permitted by law,occurrence of any of the following after the date of issuance of the 2025 Notes:
(1) accept for payment the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all Notes issued by it or portions thereof properly tendered pursuant substantially all of the Guarantor’s assets and the assets of its subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Change Guarantor or one of Control Offerits subsidiaries;
(2) deposit with the Paying Agent an amount equal to consummation of any transaction (including, without limitation, any merger or consolidation) the aggregate Change result of Control Payment which is that any “person” or “group” (as those terms are used in respect Section 13(d)(3) of all Notes the Exchange Act) (other than the Guarantor or portions thereof so tendered; andone of its subsidiaries) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of its outstanding Voting Stock;
(3) deliverthe Guarantor consolidates with, or cause merges with or into, any Person, or any Person consolidates with, or merges with or into, the Guarantor, in any such event pursuant to be delivereda transaction in which any of the Guarantor’s outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Guarantor’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the Trustee for cancellation voting power of the Notes so accepted together with an Officer’s Certificate Voting Stock of the surviving Person immediately after giving effect to such transaction; or
(4) the Trustee stating that such Notes or portions thereof have been tendered to and purchased adoption by the Issuer.
Guarantor’s stockholders of a plan relating to its liquidation or dissolution. Notwithstanding the foregoing, a transaction (cor series of related transactions) The Issuer shall not be required deemed to make involve a Change of Control Offer under subclause (2) above if (i) the Guarantor becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Guarantor’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. Change of Control Triggering Event means, with respect to the 2025 Notes, (i) the rating of the 2025 Notes is lowered by each of the Rating Agencies on any date during the period (the Trigger Period) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Guarantor of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period shall be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) the 2025 Notes are rated below Investment Grade by each of the Rating Agencies on any day during the Trigger Period; provided that a Change of Control Triggering Event shall not be deemed to have occurred in respect of a particular Change of Control if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Fiscal Agent at the Issuer’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a third party makes result of, or in respect of, the Change of Control Offer in Control. Notwithstanding the mannerforegoing, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a no Change of Control Offer made by the Issuer Triggering Event shall be deemed to have occurred in connection with any particular Change of Control unless and purchases all Notes validly tendered and not withdrawn under until such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offerhas actually been consummated.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Issuer has previously Issuers at such time have given notice of redemption pursuant to paragraph (a) or concurrently mailed a redemption notice (b) of Section 3.07(a) or Section 3.09 with respect to all the outstanding Notes as described under Section 3.07 hereofNotes, the Issuer Issuers shall make offer to repurchase all or any part (in a minimum principal amount equal to the Minimum Denomination and integral multiples of €1,000 in excess thereof) of each Holder’s Notes pursuant to an offer to purchase all of repurchase on the Notes pursuant to the offer described below terms set forth in this Indenture (the “Change of Control Offer”) at a price in cash (). In the “Change of Control Payment”) Offer, the Issuers will offer a payment in cash equal to 101% of the aggregate principal amount thereof of the Notes being repurchased plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of interest on the Notes being repurchased, to, but excluding, the Change of record on Control Payment Date (the relevant Record Date to receive interest due on the relevant Interest Payment Date“Change of Control Payment”). Within 30 days following any Change of Control Triggering EventEvent with respect to the Notes, unless the Issuers at such time have given notice of redemption under the applicable provision of Section 3.07 or Section 3.09 referred to above with respect to all outstanding Notes, the Issuer shall send Issuers will give prompt written notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to describing the address of such Holder appearing in transaction or transactions and ratings downgrade that constitute the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all repurchase the Notes properly tendered pursuant to such on the date specified in the notice (the “Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datePayment Date”), which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Paymentgiven, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 4.10 4.07 by virtue thereofof such conflict.
(b) On At or prior to 11:00 a.m., London time, on the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) lawful, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered.
(c) On the Change of Control Payment Date, the Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(3ii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted properly accepted, together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and purchased of Notes being repurchased by the IssuerIssuers.
(cd) The Issuer Paying Agent shall promptly deliver to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount equal to the Minimum Denomination and integral multiples of €1,000 in excess thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(e) The Issuers shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases repurchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (ii) a valid notice of redemption for all of the Notes has been given, or will be given contemporaneously with the Change of Control Triggering Event, pursuant to Section 3.07 and Section 3.09 unless and until such notice has been validly revoked or there is a default in the payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, Event or conditional upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control OfferOffer is made.
(df) Other than Subject to Sections 6.04 and 9.02(b), the Issuers’ obligation to make an offer to repurchase the Notes as specifically provided in this Section 4.10, any purchase a result of a Change of Control Triggering Event pursuant to this Section 4.10 shall 4.07 may be made pursuant to waived or modified with the provisions written consent of Sections 3.02, 3.05 and 3.06 hereofHolders in a majority in principal amount of the Notes outstanding.
Appears in 1 contract
Samples: Indenture (Coty Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail (or deliver electronically) a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.11 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or delivered electronically (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.11, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.11 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.11, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.11 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the consummation of the Change of Control Triggering EventControl, if a definitive agreement to effect a Change of Control is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder of Notes will have the Issuer has previously or concurrently mailed a redemption notice with respect right, except as provided in this Section 4.15, to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchasepurchase (the “Change of Control Purchase Date”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer shall Company will send a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute the Change of Control and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase dateexpiration date of the Change of Control Offer, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (sent, pursuant to the “procedures required by this Indenture and described in such notice. While the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to a Change of Control Payment Date”)Offer, a holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Purchase Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Purchase Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePurchase Date, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuer shallCompany will, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date:
(21) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(32) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted for payment, together with an Officer’s Officers’ Certificate to stating the Trustee stating that aggregate principal amount of such Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will announce to the Holders of Notes the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , (2) notice of redemption of all outstanding Notes has been previously or is concurrently electronically delivered or mailed pursuant to Section 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering EventControl, conditional conditioned upon the consummation of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time the Change of making Control Offer or Alternate Offer is made. The closing date of any such Change of Control Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control; provided that such closing date is not earlier than 30 days nor later than 60 days from the date the Change of Control Offer notice is sent pursuant to Section 4.15(a) hereof, subject to extension in the event of a conditional Chance of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall . A Change of Control Offer may be made pursuant at the same time as consents are solicited with respect to an amendment, supplement or waiver of the provisions Indenture, Notes and/or Guarantees (but the Change of Sections 3.02, 3.05 and 3.06 hereofControl Offer may not condition tenders on the delivery of such consents).
Appears in 1 contract
Samples: Indenture (A.W. Realty Company, LLC)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 15 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Sections 4.09(a) and (b) shall apply whether or not other provisions of this Supplemental Indenture are applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at Offer is made.
(e) If Holders of not less than 90.0% in aggregate principal amount of the time outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.09(d)(1), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer.
(d) Other than as specifically provided , to redeem all Notes that remain outstanding following such purchase at a redemption price in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant cash equal to the provisions applicable Change of Sections 3.02Control Payment, 3.05 plus, to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest, if any, to the date of redemption.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption given notice with respect to redeem all of the outstanding Notes as described under pursuant to Section 3.03 and Section 3.07 hereofor 3.09, the Issuer shall Company shall, within 30 days following such Change of Control Triggering Event, make an offer to purchase all of the outstanding Notes pursuant to the offer described below (the “a "Change of Control Offer”") at a purchase price in cash (the “Change of Control Payment”) equal to no less than 101% of the aggregate principal amount thereof of such outstanding Notes plus accrued and unpaid interest, if any, to (but excluding) the date of purchase, purchase (the "Change of Control Payment") (subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant an Interest Payment DateDate falling on or prior to the date of purchase). Within 30 days following any Change of Control Triggering Event, the Issuer The Company shall send a notice of such Change of Control Offer by first-class mailto each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerCompany at a purchase price in cash equal to no less than 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest on an Interest Payment Date);
(2) the purchase price and the purchase date, date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent) (the “"Change of Control Payment Date”");
(3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender such NotesNote, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such Notes Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the paying agent specified in Company, the notice Depositary, if applicable, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that if the paying agent receivesCompany, the Depositary, the Trustee or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the close of business on the 30th day following the date expiration of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders that if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); and
(8) the any other instructions, as determined by the Issuer, Company consistent with this Section 4.104.14, that a Holder must follow.
(a) the notice is mailed . The notice, if sent in a manner herein provided and (b) provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any Holder fails case, failure to receive give such notice or a any defect in the notice to the Holder receives such notice but it is defective, such Holder’s failure to receive such notice of any Note designated for redemption in whole or such defect in part shall not affect the validity of the proceedings for the purchase redemption of any other Note. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so accepted for payment; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment together with an Officer's Certificate to the Trustee stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.14.
(c) Upon written order from the Company, the Paying Agent shall promptly pay to each Holder of Notes so accepted for payment the Change of Control Payment for such Notes, and the Trustee, upon receipt of an authentication order from the Company shall promptly authenticate and send or deliver (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes as surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(d) If the Change of Control Payment Date is on or after the relevant Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control or Change of Control Triggering Event, and conditioned upon the occurrence of such Change of Control or Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase all other Holders that properly received of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer and such notice without defect. third party purchases all Notes validly tendered and not validly withdrawn pursuant to such offer to purchase.
(g) The Issuer Company shall comply with all applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation and the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereofof the conflict.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dh) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Samples: Indenture (Iamgold Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurswith respect to the Notes, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes as described under set forth in Section 3.07 hereof2.06(a), each Holder of the Issuer Notes shall make an offer have the right to require the Company to purchase all or a portion (equal to $2,000 or an integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below as set forth in this Section 2.07 (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase. Notwithstanding the foregoing, subject installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the right Change of Control Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the registered Holders as of the Notes close of record business on the relevant Record Date to receive interest due on the relevant Interest Payment Daterecord date. Within 30 days following the date upon which a Change of Control Triggering Event with respect to the Notes occurs or, at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send be required to deliver a written notice to each Holder of such Change of Control Offer by first-class mailNotes at its registered address, with a copy to the Trustee and Series Trustee, which written notice will govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer Offer. Such written notice will be accepted for payment by the Issuer;
(2) the purchase price and state, among other things, the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such written notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . The written notice, if delivered prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the Change of Control being consummated on or prior to accrue interest on the Change of Control Payment Date;
(5) that . Holders of Notes electing to have any such Notes purchased repurchased pursuant to a Change of Control Offer will shall be required to surrender such their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice written notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders . The Company shall not be entitled required to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the make a Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount with respect to the unpurchased portion of Notes if a third party makes such an offer in the Notes surrendered. The unpurchased portion of manner, at the Notes must be equal to $2,000 or an integral multiple of $1,000 times and otherwise in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. The Company shall comply in all material respects with the requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 4.102.07, the Issuer Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change Notes by virtue of Control Offerany such conflict.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurswith respect to any series of Notes, unless the Issuer Company has previously exercised its right to redeem the applicable series of Notes pursuant to Section 1.6 or concurrently mailed a redemption notice with respect to all the Section 1.9 hereof, each Holder of outstanding Notes as described under Section 3.07 hereof, of the Issuer shall make an offer applicable series will have the right to require the Company to purchase all or a portion of the that Holder’s Notes (in integral multiples of €1,000) pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the such Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. interest payment date.
(1) Within 30 days following the date upon which the Change of Control Triggering Event has occurred with respect to any series of Notes, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send in accordance with the applicable procedures of Euroclear or Clearstream, a notice to each Holder of such Change Notes of Control Offer by first-class mailthe applicable series, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Offer. The notice shall describe the transaction or transactions constituting the Change of Control Offer will be accepted for payment by Triggering Event and offer to repurchase the Issuer;
(2) the purchase price and Notes on the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such the notice is mailed sent, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue . If the notice is sent prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to it shall state that the Change of Control Offer will cease is conditioned on the Change of Control being consummated on or prior to accrue interest on the Change of Control Payment Date;.
(52) that If Holders electing of Notes elect to have any Notes purchased pursuant to a Change of Control Offer will be required to Offer, they must surrender such their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice notice, or transfer their Notes to the Trustee by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On or prior to 10:00 a.m., London time, on the Business Day immediately preceding the Change of Control Payment Date;, the Company shall, to the extent lawful, deposit with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered.
(63) that Holders shall The Change of Control Offer may be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later accepted for less than the close entire principal amount of business on a Note, but in that event the 30th day following principal amount of such note remaining outstanding after repurchase must be equal to €100,000 or an integral multiple of €1,000 in excess thereof. On the date Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes of the applicable series or portions of such Notes properly tendered pursuant to the Change of Control Offer noticeand (ii) deliver or cause to be delivered to the Trustee the Notes properly accepted. The Paying Agent or the Trustee, a telegramas applicable, facsimile transmission or letter setting forth the name of the shall promptly deliver to each Holder of the Notes properly tendered the Change of Control Payment for such Notes, and the principal amount Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be Note equal in principal amount to the any unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must followif any.
(a4) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect The Company shall not affect the validity of the proceedings for the purchase of the Notes as be required to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to make a Change of Control OfferOffer with respect to a series of Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and that third party purchases all Notes of the applicable series properly tendered and not withdrawn under its offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10herein, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 4.10 the provisions herein by virtue thereofof such conflicts.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: First Supplemental Indenture (Becton Dickinson & Co)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously exercised its right to redeem the Notes pursuant to Section 1.04 of this Third Supplemental Indenture, each Holder shall have the right to require the Company to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all $2,000 and integral multiples of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control OfferOffer ”) at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchasepurchase (the “Change of Control Payment ”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following the date upon which any Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Issuer Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy and offering to repurchase Notes on the Trustee and the Registrar, to each Holder of Notes to the address of date specified in such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datenotice, which will date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding , pursuant to the procedures required by the Indenture and continue described in such notice. The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment occurrence of the Change of Control PaymentTriggering Event, all Notes accepted for payment pursuant to shall state that the Change of Control Offer will cease is conditioned on the occurrence of a Change of Control Triggering Event on or prior to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereofTriggering Event.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control OfferOffer and not withdrawn;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not withdrawn; and
(3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer.
Company. The Paying Agent shall promptly transmit to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and transmit (cor cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer shall Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Article III of the Original Indenture and this Section 4.10 1.05 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dc) Other than as specifically provided in For the purposes of this Section 4.101.05, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.following definitions are applicable:
Appears in 1 contract
Samples: Third Supplemental Indenture (L 3 Communications Holdings Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously exercised any right to redeem the Notes pursuant to Section 3.01, each Noteholder will have the right to require the Company to repurchase all or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make any part (in minimum denominations of $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to repurchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurs or, at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, the Issuer Company shall send mail a notice to each Noteholder (with a written copy of such notice to the Trustee) describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy Triggering Event and offering to repurchase the Trustee and Notes on the Registrar, to each Holder of Notes to the address of such Holder appearing date specified in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding , pursuant to the procedures required herein and continue described in such notice. The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to will state that the Change of Control Offer will cease is conditioned on the Change of Control being completed on or prior to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Section, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 by virtue thereofof such conflicts.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes an offer to purchase the Change Notes at a purchase price equal to 101% of Control Offer the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, on such Notes to the date of purchase, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to for a Change of Control Offer made by the Issuer Company and such third party purchases all the Notes validly properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for its offer.
(c) On the Change of Control at Payment Date, the time of making of Company shall, to the extent lawful, (i) accept for payment all the Notes or portions thereof properly tendered pursuant to the Change of Control Offer.
, (dii) Other than deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all the Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each holder of the Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of a Company Request, shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder of the Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered by such holder, if any, in denominations as specifically provided set forth in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofSupplemental Indenture.
Appears in 1 contract
Samples: Second Supplemental Indenture (International Flavors & Fragrances Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Issue Date, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall Issuers will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with Section 4.14(e) hereof;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on (and exclusive thereof) the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegramfacsimile transmission, facsimile transmission letter or letter other communication in accordance with the Applicable Procedures setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (with such unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000);
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice or offer may be rescinded at any time in the Issuers’ sole discretion if the Issuers determine that any or all of such conditions will not be satisfied or waived; and,
(8) the i) any other instructions, as determined by the IssuerIssuers, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased. While the Notes are in global form and the Issuers make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes or withdraw such election through the facilities of DTC, subject to its rules and regulations.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof. Notwithstanding the foregoing, the Issuers may rely on no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly validly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. , or (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuers (or any Affiliate of the Issuers) has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer or Alternate Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable.
(n) A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes, Guarantees and/or Security Documents (but the Change of Control Offer and the Alternate Offer may not condition tenders on the delivery of such consents). The provisions of this Section 4.14, including the definition of “Change of Control” may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a1) If Within 30 days following the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Change of Control Settlement Date. The Trustee shall have no duty to monitor whether a Change of Control Triggering Event has occurred. Within 30 days following any Change of Control Triggering Event, the Issuer Company shall send mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) a notice of such the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to and the Trustee describing the transaction or transactions that constitute the Change of Control Triggering Event and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1a) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly validly tendered pursuant to such Change of Control Offer and not withdrawn will be accepted for payment by the Issuerpayment;
(2b) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed or otherwise delivered (or, in the case of a notice mailed or otherwise delivered in advance of a Change of Control Triggering Event, no earlier than 30 days and no later than 60 days from the date of such Change of Control Triggering Event (the “Change of Control Payment Purchase Date”);
(3c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Payment for all Notes purchased as of the Change of Control Purchase Date promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4e) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Settlement Date;
(5f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completedcustomary documents as the Company may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date termination of the Change of Control Offer noticeon the Change of Control Purchase Date;
(g) that Holders will be entitled to withdraw their election if the Paying Agent receives, prior to the termination of the Change of Control Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;; and
(7h) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an any integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) . If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depositary applicable to repurchases. The Issuer Notwithstanding the foregoing, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and all Applicable Law to the extent such laws or those laws, regulations and orders are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations or any such other Applicable Law conflict with the provisions of this Section 4.104.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall all such other Applicable Law and will not be deemed to have breached its obligations under this Section 4.10 such provisions by virtue thereofof such compliance.
(b2) On the Change of Control Payment Settlement Date, the Issuer Company shall, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it or portions thereof (in minimum denominations of $2,000 or any integral $1,000 multiple in excess thereof) properly tendered pursuant to the Change of Control Offer;. Promptly thereafter on the Change of Control Settlement Date the Company shall:
(2a) deposit with the Paying Agent by 11:00 a.m., New York City time an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3b) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. On the Change of Control Settlement Date, the Paying Agent shall mail to each Holder properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary) and the Trustee shall authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.
(c) The Issuer preceding provisions under this Section 4.15 shall be applicable whether or not any other provisions of this Indenture are applicable.
(d) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given pursuant to Section 3.02 hereof with respect to all outstanding Notes, unless and until there is a default in payment of the applicable redemption price determined as provided in Section 3.02. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Company or a third party may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time the Change of making Control Offer is made.
(3) In the event that Holders of Notes of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such holders, the Company will have the right to, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer.
(d) Other than as specifically provided , to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment plus, to the extent not included in this Section 4.10the Change of Control Payment, any purchase pursuant accrued and unpaid interest on the Notes that remain outstanding, if any, to this Section 4.10 the Change of Control Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Any such redemption shall be made pursuant to effected in accordance with Article Eleven of the provisions of Sections 3.02Original Indenture, 3.05 and 3.06 as modified by Section 3.01 hereof.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Whiting Petroleum Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Sections 4.09(a) and (b) shall apply whether or not other provisions of this Indenture are applicable. Except as described in Sections 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (NRG Energy, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder of Senior Notes will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make $1,000 or an offer to purchase all integral multiple thereof) of the such Holder's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”") at a an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 thirty days following any Change of Control Triggering Event, the Issuer Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy Triggering Event and offering to repurchase Senior Notes pursuant to the Trustee procedures described in this Section and the Registrar, to each Holder of Notes to the address of described in such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
notice. The notice will state: (1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than at least 30 days nor later but not more than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”");
; (3) that any Senior Note not properly tendered will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Senior Notes, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of such the Senior Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Senior Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Senior Notes purchased;
; and (7) that Holders tendering less than all of their whose Senior Notes are being purchased only in part will be issued new Senior Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Senior Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Senior Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereofControl.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
lawful, (1) accept for payment all Senior Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered; and
tendered and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Senior Notes so accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that such aggregate principal amount of Senior Notes or portions thereof have been tendered to and being purchased by the IssuerCompany. The Paying Agent shall promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer Sections 4.14(a) and 4.14(b) hereof and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Issuers will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly validly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults Issuers Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedof Notes properly tendered pursuant to the Change of Control Offer; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted for purchase together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer.
Issuers. The Paying Agent will promptly mail to each Holder properly tendered the Change of Control Payment for such Notes (cor, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $ 1,000 in excess thereof. The Issuer shall not be required Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable (except as provided for in Article 8 and Section 11.01 hereof).
(c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made with respect to the Notes in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event is in place at the time of making of the Change of Control Offer.
. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes tender and do not withdraw such Notes in a Change of Control Offer and TLLP (dor the third party making the Change of Control Offer as provided above) Other purchases all of the Notes validly tendered and not withdrawn by such Holders, TLLP or such third party shall have the right, upon not less than as specifically provided in this Section 4.1015 nor more than 60 days’ prior notice, any given not more than 30 days following the purchase pursuant to this Section 4.10 shall be made pursuant the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the provisions Change of Sections 3.02Control Payment plus, 3.05 to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest on the Notes that remain outstanding to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).
Appears in 1 contract
Samples: Indenture (Tesoro Logistics Lp)
Offer to Repurchase Upon Change of Control Triggering Event. (a1) If Within 30 days following the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any Change of Control Triggering Event, the Issuer Company shall send mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) a notice of such the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to and the Trustee describing the transaction that constitutes the Change of Control and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1a) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly validly tendered pursuant to such Change of Control Offer and not withdrawn will be accepted for payment by the Issuerpayment;
(2b) the purchase price and the purchase dateChange of Control Settlement Date, which will shall be no earlier than 30 days nor but no later than 60 days from the date such notice is mailed or otherwise delivered (or, or in the “case of a notice mailed or otherwise delivered in advance of a Change of Control, no earlier than 30 days and no later than 60 days from the date of such Change of Control Payment Date”)Triggering Event;
(3c) that the Change of Control Offer will expire as of the time specified in such notice on the Change of Control Settlement Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Settlement Date promptly thereafter on the Change of Control Settlement Date;
(d) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4e) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Settlement Date;
(5f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such Notes completedcustomary documents as the Company may reasonably request, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date termination of the Change of Control Offer noticeon the Change of Control Settlement Date;
(g) that Holders will be entitled to withdraw their election if the Paying Agent receives, prior to the termination of the Change of Control Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such the Notes purchased;
(7h) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an any integral multiple of $1,000 in excess thereof; and
(8) i) the other instructions, as determined by the Issuer, consistent with this Section 4.10, Conversion Rate and Conversion Price then in effect and that a Holder that has tendered its Notes for purchase who wishes to withdraw such Notes and convert them must follow.
(a) submit a valid notice of withdrawal and Conversion Notice prior to the notice is mailed in a manner herein provided and (b) close of business on the Business Day immediately preceding the Change of Control Settlement Date. If any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as subject to all other Holders that properly received a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice without defectto the extent necessary to accord with the procedures of the Depositary applicable to repurchases. The Issuer Notwithstanding the foregoing, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder and all Applicable Law to the extent such laws or those laws, regulations and orders are applicable in connection with the repurchase of Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations or any such other Applicable Law conflict with the provisions of this Section 4.104.15, the Issuer shall Company will comply with the applicable securities laws and regulations and shall all such other Applicable Law and will not be deemed to have breached its obligations under this Section 4.10 such provisions by virtue thereofof such compliance.
(b2) On the Change of Control Payment Settlement Date, the Issuer Company shall, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it or portions thereof (in minimum denominations of $2,000 or any integral $1,000 multiple in excess thereof) properly tendered pursuant to the Change of Control Offer;. Promptly thereafter on the Change of Control Settlement Date the Company shall:
(2a) deposit with the Paying Agent by 11:00 a.m., New York City time an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3b) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. On the Change of Control Settlement Date, the Paying Agent shall mail to each Holder properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary) and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.
(c) The Issuer Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are applicable.
(d) [Intentionally Omitted.]
(e) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given pursuant to Section 3.02 hereof with respect to all outstanding Notes, unless and until there is a default in payment of the applicable Redemption Price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Company or a third party may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control OfferOffer is made.
(d3) Other In the event that Holders of Notes of not less than as specifically provided in this Section 4.1090% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such holders, any the Company will have the right, upon not less than 30 nor more than 60 days, prior notice given not more than 30 days following the purchase pursuant to this Section 4.10 the Xxxxx of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, if any, to the Change of Control Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Any such redemption shall be made pursuant effected in accordance with Article Eleven of the Original Indenture, as modified by Section 3.01 hereof; provided that any notice of redemption sent in respect of such redemption shall state, in addition to the provisions requirements of Sections 3.02Section 1104 of the Original Indenture, 3.05 the Conversion Rate and 3.06 hereofConversion Price in effect on the date of the notice of redemption and that a Holder who elects to convert all or a portion of its Notes in lieu of redemption must submit a Conversion Notice with respect to such Notes being converted on or before the close of business on the Business Day immediately preceding the Redemption Date.
Appears in 1 contract
Samples: Third Supplemental Indenture (Whiting Petroleum Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless a third party makes an Offer to Purchase or the Issuer Company has previously or substantially concurrently mailed therewith delivered a notice of redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofpursuant to Sections 3.03 and 3.07, the Issuer shall Company will make an offer Offer to purchase Purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the repurchase date; provided that if the repurchase date of purchaseis on or after the record date and on or before the corresponding interest payment date, subject to the right of then Holders of in whose name the Notes are registered at the close of business on such record on date will receive the relevant Record Date to receive interest due on the relevant Interest Payment Daterepurchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will deliver or cause to be delivered a notice of such Change Offer to Purchase electronically in accordance with the applicable procedures of Control Offer DTC or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to at the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the applicable procedures of DTC, with describing the following information:
(1) transaction or transactions that a constitute the Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all repurchase the Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the specified purchase price and on the purchase datedate specified in the notice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Paymentdelivered, all Notes accepted for payment pursuant to the Change procedures required by this Indenture and described in such notice, except in the case of Control a conditional Offer will cease to accrue interest on the Change Purchase made in advance of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, Triggering Event as determined by the Issuer, consistent with this Section 4.10, that a Holder must followdescribed below.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and laws, rules or regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offeran Offer to Purchase. To the extent that the provisions of any securities laws laws, rules or regulations regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Section 4.10Indenture, the Issuer shall comply with the applicable securities laws and regulations and Company shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes compliance therewith. The Company may rely on any no-action letters issued by it or portions thereof properly tendered pursuant to the Change Commission indicating that the staff of Control Offer;
(2) deposit with the Paying Agent an amount equal to Commission will not recommend enforcement action in the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuerevent a tender offer satisfies certain conditions.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase the Notes upon a Change of Control Triggering Event and the Company, or any third party making an Offer to Purchase the Notes upon a Change of Control Triggering Event in lieu of the Company purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following the Purchase Date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(e) The Issuer shall Company will not be required to make a Change of Control an Offer to Purchase following a Change of Control Triggering Event if (1) a third party makes such an Offer to Purchase contemporaneously with or upon the Change of Control Offer Triggering Event in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer Indenture and purchases all Notes validly tendered and not validly withdrawn under such Change Offer to Purchase or (2) a notice of Control Offer. Notwithstanding anything redemption for all then-outstanding Notes has been given pursuant to Sections 3.03 and 3.07, unless and until there is a default in the payment of the applicable Redemption Price or the redemption is not consummated due to the contrary herein, failure of a Change condition precedent contained in the applicable notice of Control redemption to be satisfied.
(f) An Offer to Purchase may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if .
(g) The provisions in this Section 4.14 relating to the Company’s obligation to make an Offer to Purchase as a definitive agreement is in place for the result of a Change of Control Triggering Event may be waived or modified (at the time of making of the any time, including after a Change of Control OfferTriggering Event) with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption given notice with respect to redeem all of the outstanding Notes as described under pursuant to Section 3.03 and Section 3.07 hereofor 3.09, the Issuer shall Company shall, within 30 days following any Change of Control Triggering Event, make an offer to purchase all of the outstanding Notes pursuant to the offer described below (the a “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of such outstanding Notes plus accrued and unpaid interest, if any, to the date of purchase, purchase (the “Change of Control Payment”) (subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date. Within 30 days following any Date falling on or prior to the Change of Control Triggering Event, the Issuer Payment Date). The Company shall send mail a notice of such Change of Control Offer by first-class mailto each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment purchase by the IssuerCompany at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the Change of Control Payment Date);
(2) the purchase price and the purchase date, date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed mailed) (the “Change of Control Payment Date”);
(3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender such NotesNote, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the paying agent specified in Company, the notice Depositary, if applicable, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase such Notes, ; provided that if the paying agent receivesCompany, the Depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the close of business on the 30th day 20th Business Day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders that if a Holder is tendering less than all of their Notes its Notes, such Holder will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); and
(8) the any other instructions, as determined by the Issuer, Company consistent with this Section 4.104.14, that a Holder must follow.
. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed sent in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (of $2,000 or larger integral multiples of $1,000 in excess thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so accepted for payment; and
(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.14.
(c) The Paying Agent shall promptly mail to each Holder of Notes so accepted for payment the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(d) If the Change of Control Payment Date is on or after the relevant Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest , if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.
(e) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such offer to purchase. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control or a Change of Control Triggering Event, and conditioned upon the occurrence of such Change of Control or Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(f) The Issuer Company shall comply with all applicable securities laws and regulations, including, without limitation, Canadian Securities Legislation and the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereofof the conflict.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(dg) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Samples: Indenture (Ero Copper Corp.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall will be required to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price to each Holder to repurchase all or any part (being not less than $2,000 or an integral multiple of $1,000 in cash excess thereof) of that Xxxxxx’s Notes pursuant to the terms set forth in this Indenture.
(b) In the “Change of Control Payment”) Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, to on the Notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering EventControl, the Issuer shall send will deliver notice of such Change of Control Offer by first-class mail, to each Holder (with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1Trustee) stating that a Change of Control Offer is being made pursuant and offering to this Section 4.10 and that all repurchase Notes properly tendered pursuant to such on the date (the “Change of Control Offer will be accepted for payment by Payment Date”) specified in the Issuer;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Paymentgiven, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer shall will comply with the any applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereofof such compliance.
(bc) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer. The Paying Agent will promptly cause to be delivered to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee (or its authenticating agent) will, upon receipt of an Authentication Order, promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions described above that require the Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the respective Notes in the event of a takeover, recapitalization or similar transaction.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if: (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer; or (2) a notice of redemption has been given pursuant to this Indenture as described under Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the consummation of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Issuer has previously or concurrently mailed a redemption notice with respect right to all require the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Company to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.11 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.11, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.11 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall Notwithstanding anything to the contrary in this Section 4.11, the Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.11 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the consummation of the Change of Control Triggering EventControl, if a definitive agreement to effect a Change of Control is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all a series of the outstanding Notes as described under Section 3.07 hereofNotes, the Issuer Targa Resources Partners shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes of such series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series at a purchase price in cash (the “Change of Control Payment”) equal to at least 101% of the aggregate principal amount thereof of Notes of such series repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record such series on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Datepurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall Targa Resources Partners will send a notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in series describing the security register with a copy to transaction or transactions that constitute the Trustee Change of Control Triggering Event and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly of such series tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interestinterest and Liquidated Damages, if any;
(4) that that, unless the Issuer defaults Targa Resources Partners Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and Liquidated Damages, if any, after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be of the same series equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Targa Resources Partners shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offerregulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer Targa Resources Partners shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuer Targa Resources Partners shall, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it of the relevant series or portions thereof properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, on the Change of Control Payment Date, Targa Resources Partners will, to the extent lawful:
(21) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes of the relevant series or portions thereof so properly tendered; and
(32) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that aggregate principal amount of Notes of such Notes series or portions thereof have been tendered to and being purchased by the Issuer.
Issuers. The Paying Agent shall promptly mail to each Holder of Notes of the relevant series properly tendered the Change of Control Payment for such Notes (cor, to the extent such Notes are in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Targa Resources Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable.
(c) Notwithstanding anything to the contrary in this Section 4.15, Targa Resources Partners will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable to redemption price.
(d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of either series accept a Change of Control Offer made by and Targa Resources Partners (or the Issuer and purchases all Notes validly tendered and not withdrawn under such third party making the Change of Control Offer. Notwithstanding anything Offer as provided in Section 4.15(c)) purchases all of the Notes of such series held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the contrary hereinChange of Control Offer described above, to redeem all of the Notes of such series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes of such series that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
(e) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall Company will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send Company will mail (or deliver electronically) a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.09 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such the Notes completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer notice, a telegramPayment Date, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect$2,000. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.09, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 4.09 by virtue thereofof such compliance. With respect to any Notes issued to the Trust in the amount of a Change of Control Offer Issuance Amount in connection with a Mandatory Exercise Event or other Notes already held by the Trust, to the extent holders of the P-Caps have accepted the Change of Control Offer with respect to P-Caps upon a Change of Control Offer Expiration Date, the Company will be required to repurchase such Notes on the Change of Control Payment Date for an amount equal to the Change of Control Payment in accordance with this Section 4.09.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer provisions described in Section 4.09(a) and (b) shall apply whether or not other provisions of this Supplemental Indenture are applicable. Except as described in Section 4.09(a) and (b) hereof, Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.09 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional with the obligation to pay and the timing of payment conditioned upon such the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place for at the time the Change of Control at Offer is made.
(e) If Holders of not less than 90.0% in aggregate principal amount of the time outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.09(d)(1), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer.
(d) Other than as specifically provided , to redeem all Notes that remain outstanding following such purchase at a redemption price in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant cash equal to the provisions applicable Change of Sections 3.02Control Payment, 3.05 plus, to the extent not included in the Change of Control Payment, accrued and 3.06 hereofunpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a Change of Control Offer, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Supplemental Indenture to the contrary).
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect exercised its right to all redeem the outstanding Notes as described under Section 3.07 hereofDebt Securities, the Issuer shall be required to make an offer to purchase all repurchase all, or, at the option of the Notes a Holder, any part (equal to $2,000 or a multiple of $1,000 in excess thereof), of each Holder’s Debt Securities pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (). In the “Change of Control Payment”) Offer, the Issuer shall offer payment in cash equal to 101% of the aggregate principal amount thereof of the Debt Securities repurchased plus accrued and unpaid interest, if any, on such Debt Securities repurchased, to the date of purchase, subject to purchase (the right “Change of Holders Control Payment”). The Issuer shall provide the Trustee with written notification upon the occurrence of the Notes any Change of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Triggering Event. Within 30 days following any Change of Control Triggering EventEvent or, at the option of the Issuer, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer shall send give written notice of such Change of Control Offer by first-class mailto the Holders, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationTrustee:
(1a) describing the transaction or transactions that a constitute or may constitute the Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerTriggering Event;
(2b) offering to repurchase all Debt Securities tendered;
(c) setting forth the purchase price and payment date for the purchase daterepurchase of the Debt Securities, which will date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed given (the “Change of Control Payment Date”);
(3d) that any Note not properly tendered will remain outstanding and continue if given prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to stating that the Change of Control Offer will cease is conditioned on a Change of Control Triggering Event occurring on or prior to accrue interest on the Change of Control Payment Date;
(5e) disclosing that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, Debt Security not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election repurchase will continue to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereofaccrue interest; and
(8) f) specifying the other instructions, as determined by procedures for tendering Debt Securities. On the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On Business Day immediately preceding the Change of Control Payment Date, the Issuer shallIssuer, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) lawful, shall deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes Debt Securities or portions thereof so of Debt Securities properly tendered. On the Change of Control Payment Date, the Issuer, to the extent lawful, shall:
(a) accept for payment all Debt Securities or portions of Debt Securities properly tendered pursuant to the Change of Control Offer; and
(3b) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so Debt Securities properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such Notes aggregate principal amount of Debt Securities or portions thereof have been tendered to and of Debt Securities being purchased by the Issuer.
(c) . The Issuer shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer such an offer in the manner, at the times and otherwise in compliance with the requirements set forth for an offer made by the Issuer and such third party purchases all Debt Securities properly tendered and not withdrawn under its offer. If 80% or more in this Section 4.10 applicable nominal amount of the Debt Securities then Outstanding have been redeemed or purchased pursuant to a Change of Control Offer made by Offer, the Issuer and purchases all Notes validly tendered and may, on not withdrawn under such Change of Control Offer. Notwithstanding anything less than 30 or more than 60 days’ notice to the contrary herein, a Change Holders of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Debt Securities given within 30 days after the Change of Control Payment Date, redeem or purchase (or procure the purchase of), at its option, the time remaining Outstanding Debt Securities in their entirety at 101% of making their principal amount plus interest accrued to but excluding the date of the Change of Control Offersuch redemption or purchase in accordance with Article Eleven.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but not including, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 days following any Change of Control Triggering Event, the Issuer shall send Issuers will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register (or otherwise in accordance with the procedures of DTC, ) with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”);
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the 30th day following the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile or electronic transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(h) if such notice is mailed or otherwise delivered prior to the occurrence of a Change of Control Triggering Event, that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event; and
(8) i) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.104.14, that a Holder must follow.
(aj) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(bk) On the Change of Control Payment Date, the Issuer shallIssuers will, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(cl) The Issuer shall Issuers will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(m) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the related Change of Control at the time of making of the Change of Control Offer.
(dn) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. The provisions of Sections 3.02, 3.05 and 3.06 hereof and this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.
Appears in 1 contract
Samples: Indenture (Kraton Corp)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes of such series as described under Section Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101.0% of the aggregate principal amount thereof (or such higher amount as the Issuer may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of such series of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes of such series to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note of such series not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes of such series accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes of such series purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) [Reserved];
(g) that Holders whose Notes are being purchased only in part shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes of such series and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed or such notice or offer may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all of such conditions will not be satisfied; and
(8) the i) any other instructions, as determined by the Issuer, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes of the applicable series issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes of such series or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes of such series so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ck) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes of the applicable series then outstanding. With respect to the Notes of a series, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, such series of Notes and/or the applicable Guarantees so long as the offer to purchase a Holder’s Notes of such series in the tender offer is not conditioned upon the delivery of consents by such Holder. In addition, the Issuer or any third party approved in writing by the Issuer that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in its sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the Notes of such series being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Completion Date, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Change of Control Payment Date. Within 30 60 days following any Change of Control Triggering Event, the Issuer shall Issuers will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, completed or otherwise in accordance with the Applicable Procedures to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders whose Notes are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess thereof;
(g) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is sent) as any or all such conditions shall be satisfied or waived, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice or offer may be rescinded at any time in the Issuer’s discretion if the Issuer determines that any or all of such conditions will not be satisfied or waived;
(h) any other instructions, as determined by the Issuers, consistent with this Section 4.14 that a Holder must follow; and
(i) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following tenth Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7) Holders tendering less than . While the Notes are in global form and the Issuers make an offer to purchase all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes must be equal or withdraw such election through the facilities of DTC subject to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must followits applicable rules and regulations.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it them or portions thereof properly validly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuers (or any Affiliate of the Issuers) have made an offer to purchase (an “Alternate Offer. ”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer.
(dm) A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).
(n) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14, including the definition of “Change of Control” may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Issue Date, unless unless, prior to the Issuer has time the Issuers are required to make a Change of Control Offer (as defined below), the Issuers have previously or concurrently mailed a redemption notice that is or has become unconditional with respect to all the outstanding Notes as described under in Section 3.07 hereof3.07, Section 3.09 or Article 11, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestinterest to, if anybut excluding, to the date of purchase, subject to the right of Holders of the Notes holders of record of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer Issuers shall send notice of such Change of Control Offer by first-first class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the IssuerIssuers;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note note not properly tendered will shall remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5) that Holders holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all that if a Holder requests that only a portion of their Notes will a note held by it be purchased, such Holder shall be issued a new Notes and such new Notes will be note equal in principal amount to the unpurchased portion of the Notes note surrendered. The unpurchased portion of the Notes such note must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event; and
(8) 9) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.104.14, that a Holder must follow.
(a) . While the notice is mailed Notes are in a manner herein provided global form and (b) any Holder fails the Issuers make an offer to receive such notice or purchase all of the Notes pursuant to the Change of Control Offer, a Holder receives such notice but it is defective, such Holder’s failure may exercise its option to receive such notice or such defect shall not affect the validity of the proceedings elect for the purchase of the Notes as through the facilities of DTC, subject to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act its rules and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereofregulations.
(b) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerIssuers.
(c) The Issuer Paying Agent shall promptly remit to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of an authentication order from the Issuers, shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) If the Change of Control Payment Date is on or after the relevant Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on such Interest Payment Date to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes are tendered pursuant to the Change of Control Offer.
(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
(f) The Issuers shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (2) a notice of redemption that is or has become unconditional has been given pursuant to this Indenture as described in Section 3.07 or Section 3.09 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering EventControl, conditional upon such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of the making of the such Change of Control Offer.
(dg) The Issuers shall comply with all applicable securities laws and regulations, including, Canadian Securities Legislation and the requirements of Rule 14e-1 under the Exchange Act. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of the conflict.
(h) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Company shall make an offer to purchase repurchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant corresponding Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer Company shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTCApplicable Procedures, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 3.4 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerCompany;
(2) the purchase repurchase price and the purchase repurchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such Notes completed, or otherwise in accordance with the Applicable Procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require the Issuer Company to purchase repurchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date expiration time of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchaserepurchase, and a statement that such Holder Xxxxxx is withdrawing its tendered Notes and its election to have such Notes purchasedrepurchased and any other information as may be required by the paying agent, or otherwise in accordance with the applicable procedures of DTC;
(7) Holders tendering less that if the Company is redeeming fewer than all of their the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased unrepurchased portion of the Notes surrendered. The unpurchased unrepurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, that the Change of Control Offer is conditioned on the occurrence of such Change of Control Triggering Event, and, if applicable, that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time as any or all applicable conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Company shall determine that the Change of Control Triggering Event will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) 9) the other instructions, as determined by the IssuerCompany, consistent with this Section 4.103.4, that a Holder must follow.
. The notice, if given in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (aA) the notice is mailed given in a manner herein provided and (bB) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly property received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.103.4, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 3.4 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit deposit, or cause to be deposited, with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased repurchased by the IssuerCompany.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event and a Holder will not have the right to require the Company to repurchase any Notes pursuant to a Change of Control Offer if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 3.4 applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) a notice of redemption of all outstanding Notes has been duly given pursuant to Section 4.2, unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the related Change of Control at the time of making of the Change of Control Offer.
(d) Other If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as specifically provided described in this Section 4.103.4, any purchase pursuant to this Section 4.10 repurchase all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall be made have the right, upon not less than 10 days nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such repurchase pursuant to the provisions Change of Sections 3.02Control Offer described above), 3.05 to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and 3.06 hereofunpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the corresponding Interest Payment Date.
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Intercontinental Exchange, Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer Company has previously or concurrently mailed a redemption notice with respect exercised its right to redeem all of the outstanding Notes as described under pursuant to Section 3.07 hereof3.07, the Issuer Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes plus accrued and unpaid interest, if any, to but excluding the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of the Notes of record on the relevant a Record Date to receive any interest due on the relevant Interest Payment DateDate falling on or prior to the date of purchase. Within 30 days following the date upon which the Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Eventbut after the public announcement of the pending Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.07, the Issuer Company shall send send, by first class mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC), a notice to each Holder of such Change of Control Offer by first-class mailNotes, with a copy to the Trustee and Trustee, which notice will govern the Registrarterms of the Change of Control Offer, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 Triggering Event has occurred and that all such Holder has the right to require us to purchase such Holder’s Notes properly tendered pursuant at a purchase price in cash equal to such Change 101% of Control Offer will be accepted for payment by the Issuerprincipal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to but excluding the date of purchase;
(2) the purchase price and circumstances that constitute or may constitute such Change of Control Triggering Event;
(3) the purchase date, which will must be no earlier than 30 days nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;; and
(4) the instructions, as determined by us, consistent with the covenant described hereunder, that unless a Holder must follow in order to have its Notes purchased. The notice, if sent prior to the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to will state that the Change of Control Offer will cease is conditioned on the Change of Control being consummated on or prior to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the such Change of Control Offer.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
(c) The Paying Agent shall promptly mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) (or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate will be required for the Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(d) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.
(e) The Company will not be required to make a Change of Control Offer if a third party involved in the applicable Change of Control makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer.
(f) The Company will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.
(g) At any time, the Company or a third party will have the right to redeem the Notes at a purchase price equal in cash to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the date of purchase, following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control.
(h) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof3.06.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1i) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2ii) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (d) of this Section 4.14;
(3iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4iv) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the procedures of DTC, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7vii) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof;
(viii) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) the ix) any other instructions, as determined by the Issuer, consistent with this Section 4.10, 4.14 that a Holder must follow.
follow in order to have the Notes repurchased. While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (ax) the notice is delivered or mailed in a manner herein provided and (by) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the a Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering EventControl, conditional upon such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer Company has previously exercised its right to redeem the Notes pursuant to Section 3.01, each Noteholder will have the right to require the Company to repurchase all or concurrently mailed a redemption notice with respect any part (equal to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of each Noteholder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to purchase (the right “Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control Triggering EventEvent or, at the Issuer shall send notice of such Company’s option, prior to any Change of Control Offer by first-class mailbut after the public announcement of the pending Change of Control, the Company shall mail a notice to each Noteholder (with a written copy of such notice to the Trustee and Trustee) describing the Registrar, to each Holder of Notes to transaction or transactions that constitute the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 4.10 and that all repurchase the Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by on the Issuer;
(2) date specified in the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding , pursuant to the procedures required herein and continue described in such notice. The notice, if mailed prior to accrue interest;
(4) that unless the Issuer defaults in the payment date of consummation of the Change of Control PaymentControl, all Notes accepted for payment pursuant to will state that the Change of Control Offer will cease is conditioned on the Change of Control being consummated on or prior to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Section, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 by virtue thereofof such conflicts.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(c) The Issuer Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes an offer to purchase the Change Notes at a purchase price equal to 101% of Control Offer the aggregate principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the date of purchase, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to for a Change of Control Offer made by the Issuer Company and such third party purchases all the Notes validly properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for its offer.
(c) On the Change of Control at Payment Date, the time of making of Company shall, to the extent lawful, (i) accept for payment all the Notes or portions thereof properly tendered pursuant to the Change of Control Offer.
, (dii) Other than deposit with the paying agent an amount equal to the Change of Control Payment in respect of all the Notes or portions thereof properly tendered and (iii) deliver or cause to be delivered for cancellation to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Notes or portions thereof being purchased by the Company. The paying agent shall promptly mail to each holder of the Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, upon receipt of a Company Request, shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder of the Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered by such holder, if any; in denominations as specifically provided set forth in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereofIndenture.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall will make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall send will deliver a notice of such to each Holder describing the transaction or transactions and identifying the ratings decline that together constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase datePurchase Date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to denominations of $2,000 or an integral multiple multiples of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Sections 3.09 or 4.15 hereof, the Issuer shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer. The Paying Agent will promptly deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Notwithstanding anything to the contrary in this Section 4.15, the Issuer shall will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.15 and Section 3.09 hereof and purchases all Notes validly properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.03 hereof prior to the latest date by which such Change of Control OfferOffer must be sent, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional contingent upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Axiall Corp/De/)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the right to require the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all or any part of the such Holder’s Notes (provided that no notes of $2,000 or less can be redeemed in part) pursuant to the offer described below (the “Change of Control Offer”) described below at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchase, purchase (subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Triggering Event, the Issuer shall send notice of (unless prior to such date such Change of Control Offer Triggering Event ceases to exist) deliver by first-class mailmail or electronic means, pursuant to the procedures as required by this Indenture, a notice to each Holder with a copy to the Trustee and (the Registrar“Change of Control Offer”), to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
stating: (1i) that a Change of Control Offer is being made pursuant to this Section 4.10 Triggering Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes properly tendered pursuant at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date), (ii) the circumstances and relevant facts and financial information regarding such Change of Control Offer will be accepted for payment by the Issuer;
Triggering Event, (2iii) the purchase price and the purchase date, date (which will shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed delivered) (the “Change of Control Payment Date”);
) and (3iv) the instructions determined by the Issuer, consistent with this Section 4.11, that any Note not properly tendered will remain outstanding and continue a Holder must follow in order to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all have its Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that purchased. Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes the Note completed, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
tendered and (3) deliver, deliver or cause to be delivered, delivered to the applicable Trustee for cancellation or Registrar the Notes so accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Authenticating Agent shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.11. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.11, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.11 by virtue thereof.
(d) Notwithstanding anything to the contrary in this Section 4.11, the Issuer shall not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.11 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if the Notes have been or are called for redemption by the Issuer prior to it being required to deliver notice of the Change of Control Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice. Notwithstanding anything to the contrary contained herein, a revocable Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional conditioned upon such the consummation of the relevant Change of Control Triggering EventControl, if a definitive agreement is in place for the such Change of Control at the time of making of the Change of Control OfferOffer is made.
(de) Other than as specifically provided in The provisions under this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant 4.11 related to the provisions Issuer’s obligations to make a Change of Sections 3.02, 3.05 and 3.06 hereofControl Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.
Appears in 1 contract
Samples: Indenture (Delphi Technologies PLC)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to any series of Notes, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described of such series under Section 3.07 hereof, the Issuer shall will make an offer to purchase all of the Notes of such series pursuant to the offer described below this Section 4.07 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate prior to such repurchase. Within 30 60 days following any Change of Control Triggering EventEvent in respect of any series of Notes, the Issuer shall will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each applicable Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 4.07 and that all Notes of the applicable series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control Triggering Event) in the event that the occurrence of the Change of Control Triggering Event is delayed;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall of the applicable series will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that Holders tendering less than all of their the applicable series whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 at least €100,000 or an any integral multiple of $€1,000 in excess thereofof €100,000;
(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied; and
(8) 9) the other instructions, as determined by the Issuer, consistent with this Section 4.104.07, that a Holder must follow.
(a) follow in order to have its Notes repurchased. For so long as the applicable series of Notes is listed on the Official List of TISE and the rules of TISE so require, the Issuer will post a notice is mailed with respect to the results of any Change of Control Offer on the official website of TISE to the extent required and in a manner herein provided and (b) any Holder fails to receive permitted by such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defectrules. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereof.
(b) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,:
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.
(c) The Issuer shall will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(de) Other than as specifically provided in this Section 4.104.07, any purchase pursuant to this Section 4.10 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.
(f) The Issuer’s obligation to make an offer to repurchase the Notes of any series pursuant to this Section 4.07 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes of such series then outstanding.
Appears in 1 contract
Samples: Indenture (Iqvia Holdings Inc.)
Offer to Repurchase Upon Change of Control Triggering Event. If this Section is specified, as contemplated by Section 2.01, to be applicable to Securities of any series:
(a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer Company shall notify the Trustee, and make an offer to purchase all of the Notes pursuant to the offer described below (the “a "Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Securities of such series at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to purchase (the right "Change of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following any Change of Control Triggering Event, the Issuer Company shall, or shall send cause the Trustee to, mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
stating: (1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.07 and that all Notes Securities of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
payment; (2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”");
; (3) that any Note Security of such series not properly tendered will remain outstanding and continue to accrue interest;
; (4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes Securities of such series accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date;
; (5) that Holders electing to have any Notes Securities of such series, with the form entitled "Option of Holder to Elect Purchase" attached as Exhibit A to this Indenture completed, purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, Securities to the Trustee or paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
; (6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the Trustee or paying agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered Securities of such series delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such Notes Securities purchased;
; and (7) that Holders tendering less than all whose Securities of their Notes such series are being purchased only in part will be issued new Notes and such new Notes will be Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Company shall comply with the requirements of Rule 14e-1 14e--1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of Notes pursuant to Securities of such series in connection with a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.07, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.07 by virtue thereof.of such conflict; and
(b) On the Change of Control Payment Date, the Issuer Company shall, to the extent permitted by law,
lawful, (1) accept for payment all Notes issued by it Securities of such series or portions thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent Trustee or paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes Securities of such series or portions thereof so tendered; and
properly tendered and (3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so Securities of such series properly accepted together with an Officer’s Officers' Certificate to stating the Trustee stating that aggregate principal amount of such Notes Securities or portions thereof have been tendered to and being purchased by the Issuer.
Company. The Trustee or paying agent shall promptly mail to each Holder of Securities of such series properly tendered the Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and mail (cor cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered by such Holder, if any; provided, that each such new Security shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereof. The Issuer Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party Person makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 4.07 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly Securities of such series properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Steelcase Inc)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereofEvent, the Issuer shall will be required to make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) at a price to each Holder to repurchase all or any part (being not less than $2,000 or an integral multiple of $1,000 in cash excess thereof) of that Holder’s Notes pursuant to the terms set forth in this Indenture.
(b) In the “Change of Control Payment”) Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest, if any, to on the Notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering EventControl, the Issuer shall send will deliver notice of such Change of Control Offer by first-class mail, to each Holder (with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1Trustee) stating that a Change of Control Offer is being made pursuant and offering to this Section 4.10 and that all repurchase Notes properly tendered pursuant to such on the date (the “Change of Control Offer will be accepted for payment by Payment Date”) specified in the Issuer;
(2) the purchase price and the purchase datenotice, which date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Paymentgiven, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be procedures required to surrender by this Indenture and described in such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer shall will comply with the any applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 Indenture by virtue thereofof such compliance.
(bc) On the Change of Control Payment Date, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer. The Paying Agent will promptly cause to be delivered to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee (or its authenticating agent) will, upon receipt of an Authentication Order, promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(cd) The provisions described above that require the Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the respective Notes in the event of a takeover, recapitalization or similar transaction.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if: (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer; or (2) a notice of redemption has been given pursuant to this Indenture as described under Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon the consummation of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes of such series as described under Section Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101.0% of the aggregate principal amount thereof (or such higher amount as the Issuer may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of record of the Notes of record such series on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes of such series to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note of such series not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes of such series accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes of such series purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) [Reserved];
(g) that Holders whose Notes are being purchased only in part shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes of such series and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is sent) as any or all such conditions shall be satisfied or waived, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice or offer may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all of such conditions will not be satisfied; and
(8) the i) any other instructions, as determined by the Issuer, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof. Notwithstanding the foregoing, the Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
(bj) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes of the applicable series issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes of such series or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes of such series so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ck) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (ii) in connection with or in contemplation of any Change of Control, the Issuer has made an Alternate Offer to purchase any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer or Alternate Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes of the applicable series then outstanding. With respect to the Notes of a series, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, such series of Notes and/or the applicable Guarantees so long as the offer to purchase a Holder’s Notes of such series in the tender offer is not conditioned upon the delivery of consents by such Holder. In addition, the Issuer or any third party approved in writing by the Issuer that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in its sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the Notes of such series being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section Sections 3.03 and 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegramfacsimile transmission, facsimile transmission letter or letter other communication in accordance with the Applicable Procedures setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or a specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any such condition shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any such condition shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) the i) any other instructions, as determined by the IssuerIssuers, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Targa Resources Partners shall make an offer to purchase all of the Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to at least 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, to on the Notes repurchased to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Datepurchase date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Targa Resources Partners will send a notice to each Holder describing the Issuer shall send notice of such transaction or transactions that constitute the Change of Control Offer by first-class mail, with a copy to the Trustee Triggering Event and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following informationstating:
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is mailed delivered (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interestinterest and Liquidated Damages, if any;
(4) that that, unless the Issuer defaults Targa Resources Partners Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and Liquidated Damages, if any, after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Targa Resources Partners shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offerregulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.15, the Issuer Targa Resources Partners shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.10 4.15 by virtue thereofof such compliance.
(b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Issuer Targa Resources Partners shall, to the extent permitted by law,
(1) lawful, accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, on the Change of Control Payment Date, Targa Resources Partners will, to the extent lawful:
(21) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so properly tendered; and
(32) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and being purchased by the Issuer.
Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (cor, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Targa Resources Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable.
(c) Notwithstanding anything to the contrary in this Section 4.15, Targa Resources Partners will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable to redemption price.
(d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer made by and Targa Resources Partners (or the Issuer and purchases all Notes validly tendered and not withdrawn under such third party making the Change of Control Offer. Notwithstanding anything Offer as provided in Section 4.15(c)) purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the contrary hereinChange of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
(e) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes of a series, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes of such series as described under Section Sections 3.03 and 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of the Notes of such series of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes of such series to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes of such series accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes of such series purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegramfacsimile transmission, facsimile transmission letter or letter other communication in accordance with the Applicable Procedures setting forth the name of the Holder of the such Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes of such series and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any such condition shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any such condition shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and
(8) the i) any other instructions, as determined by the IssuerIssuers, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes of the applicable series issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes of such series or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes of the applicable series then outstanding.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section Sections 3.03 and 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101.0% of the aggregate principal amount thereof (or such higher amount as the Issuer may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of purchase, subject to the right of Holders of record of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer shall will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise delivered in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2b) the purchase price and the purchase date, which will be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completedcompleted or otherwise in accordance with the Applicable Procedures, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) [Reserved];
(g) that Holders whose Notes are being purchased only in part shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is sent) as any or all such conditions shall be satisfied or waived, or that such repurchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice or offer may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all of such conditions will not be satisfied; and
(8) the i) any other instructions, as determined by the Issuer, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof. Notwithstanding the foregoing, the Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
(bj) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(ck) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (ii) in connection with or in contemplation of any Change of Control, the Issuer has made an Alternate Offer to purchase any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer or Alternate Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Guarantees so long as the offer to purchase a Holder’s Notes in the tender offer is not conditioned upon the delivery of consents by such Holder. In addition, the Issuer or any third party approved in writing by the Issuer that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in its sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless each Holder will have the Issuer has previously right to require the Company to repurchase all or concurrently mailed any part (a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at (equal to US$200,000 or an integral multiple of US$1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth herein. In the Change of Control Offer, the Company will offer a purchase price in cash equal to 101% of the aggregate principal amount of the Notes (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to (but not including) the date of purchase, subject to the right rights of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 ten days following any Change of Control Triggering Event, the Issuer shall send Company will mail a notice of such to each Holder, describing the transaction or transactions that constitute the Change of Control Offer by first-class mailand offering to repurchase Notes on the Change of Control Triggering Event payment date (the “Change of Control Payment Date”) specified in the notice, with a copy which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the Trustee procedures required by this Indenture and the Registrar, to each Holder of Notes to the address of described in such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:notice.
(1) that a the Change of Control Offer is being made pursuant to this Section 4.10 4.16 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerpayment;
(2) the purchase price and the purchase date, which will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that that, unless the Issuer Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such the Notes, with the form entitled “Option of Holder to Elect Purchase” on attached to the reverse of such Notes completed, or transfer by book-entry transfer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall will be entitled to withdraw their tendered Notes and their election to require if the Issuer to purchase such Notes, provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following the date of second Business Day preceding the Change of Control Offer noticePayment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the NotesHolder, the principal amount of Notes tendered delivered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its his election to have such the Notes purchased;; and
(7) that Holders tendering less than all of their whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The , which unpurchased portion of the Notes must be equal to $2,000 US$200,000 in principal amount or an integral multiple of $US$1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or this Section 4.104.16, the Issuer shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 4.16 by virtue thereofof such compliance.
(b) On the Change of Control Payment Date, the Issuer shallCompany will, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent or tender agent for such Change of Control Offer an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee Paying Agent or tender agent for cancellation such Change of Control Offer the Notes so properly accepted together with an Officer’s Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuerCompany. The Paying Agent or tender agent for such Change of Control Offer will as soon as reasonably practicable at the expense of the Company, mail to each Holder of Notes that properly tendered the Notes the Change of Control Payment for such Notes, and the Trustee will as soon as reasonably practicable authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) The Issuer shall not be required provisions described above that require the Company to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(d) Notwithstanding anything to the contrary in this Section 4.16, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer 4.16 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. , or (2) notice of redemption has been given pursuant to Section 3.07 or Section 3.10, unless and until there is a default in payment of the applicable redemption price.
(e) Notwithstanding anything to the contrary hereinin this Section 4.16, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional conditioned upon the consummation of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made.
(df) Other than as specifically provided in this Section 4.10The Trustee shall not be required to take any steps to ascertain whether a Change of Control Triggering Event has occurred or may occur, any purchase pursuant to this Section 4.10 and shall be made pursuant entitled to assume that no such event has occurred until it has received written notice to the provisions contrary from the Company. The Trustee shall not be required to take any steps to ascertain whether the condition for the exercise of Sections 3.02the rights herein has occurred. The Trustee shall not be responsible for determining or verifying whether a Note is to be accepted for redemption and will not be responsible to the Holders for any loss arising from any failure by it to do so. The Trustee shall not be under any duty to determine, 3.05 calculate or verify the redemption amount payable hereunder and 3.06 hereofwill not be responsible to the Holders for any loss arising from any failure by it to do so.
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Samples: Indenture (Azure Power Global LTD)
Offer to Repurchase Upon Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Issuer has Issuers have previously or concurrently mailed sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101101.0% of the aggregate principal amount thereof plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer shall Issuers will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the RegistrarTrustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar Note Register or otherwise in accordance with the procedures of DTC, Applicable Procedures with the following information:
(1a) that a Change of Control Offer is being made pursuant to this Section 4.10 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuerIssuers;
(2b) the purchase price and the purchase date, which will be no earlier than 30 15 days nor later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event in accordance with clause (l) of this Section 4.14;
(3c) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4d) that unless the Issuer defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date;
(5e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6f) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer Issuers to purchase such Notes, ; provided that the paying agent Paying Agent receives, not later than the close of business on the 30th day following second Business Day prior to the expiration date of the Change of Control Offer noticeOffer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes Notes, or specified portion thereof, and its election to have such Notes purchased;
(7g) that Holders tendering less than all of their whose Notes will are being purchased only in part shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereofof $2,000;
(h) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event; and
(8) i) the other instructions, as determined by the IssuerIssuers, consistent with this Section 4.10, 4.14 that a Holder must followfollow in order to have the Notes repurchased.
(a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10Indenture, the Issuer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 4.10 Indenture by virtue thereof.
(bj) On the Change of Control Payment Date, the Issuer Issuers shall, to the extent permitted by law,:
(1i) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the IssuerIssuers.
(ck) The Issuer Issuers shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. .
(l) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.
(dm) Other than as specifically provided in this Section 4.104.14, any purchase pursuant to this Section 4.10 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase” and “Change of Control Payment Date” and similar words, as applicable. The provisions of this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding.
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Offer to Repurchase Upon Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Issuer or a third party has previously or concurrently mailed delivered a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof3.02, the Issuer shall will be required to make an offer to purchase all of the each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. .
(b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent occurred, the Issuer shall must send (in the case of Notes represented by Global Notes, in accordance with the Applicable Procedures), or cause the Trustee to send, a notice of such Change of Control Offer by first-class mailto each Holder, with a copy to the Trustee and Trustee, which notice shall govern the Registrar, to each Holder terms of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
(2) the purchase price and Offer. Such notice shall state, among other things, the purchase date, which will must be no earlier than 30 10 days nor later than 60 days from after the date such notice is mailed delivered, other than as may be required by law (the “Change of Control Payment Date”);
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(5) that . Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Hxxxxx’s Notes completedthat it agrees to sell to the Issuer pursuant to the Change of Control Offer, to the paying agent specified in the notice Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding prior to the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.
(ac) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall Obligors will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.104.05, the Issuer shall Obligors will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under the provisions of this Section 4.10 4.05 by virtue thereofof such conflict.
(bd) On the date of such Change of Control Payment DatePayment, the Issuer shallwill, to the extent permitted by law,lawful:
(1) accept for payment all Notes issued by it or portions thereof of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so of Notes properly tendered; and
(3) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the Issuer.
(ce) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment.
(f) The Issuer shall will not be required to make a Change of Control Offer following upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, The Issuer (or a third party) may make a Change of Control Offer may be made in advance of a of, and conditioned upon, any Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
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